24 Mar 2023 14:34
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
THE DEFINITIONS USED IN THIS ANNOUNCEMENT ARE SET OUT IN APPENDIX III OF THIS ANNOUNCEMENT.
Pittards plc
("Pittards", the "Group" or the "Company")
Proposed Placing to raise £255,000 and Directors' Loans of £85,000
Share Reorganisation
and
Notice of General Meeting
Pittards plc, the specialist producer of technically advanced leather and luxury leather goods for retailers, manufacturers and distributors, announces details of its financial position, a proposed Placing to raise £255,000, Directors' Loans of £85,000 and a proposed Share Reorganisation.
The Company has been operating at or around the ceiling of its bank facilities in recent months, principally as a result of significant adverse foreign currency movements, resulting from the weakening pound sterling. It has been managing its working capital very carefully in anticipation of agreeing new and potentially restructured bank facilities. This process is taking longer than originally anticipated and in order to complete this process additional working capital is now required.
In order to meet this need and following discussions with major Shareholders in the Company and Lloyds, who are the Company's bankers, the Company has raised £255,000 (before expenses) through a placing with certain existing Shareholders of 1,020,000 Placing Shares at a price of 25 pence per Placing Share.
Following this announcement, the Directors and certain other employees have today agreed to make interest free loans to the Company amounting in aggregate to £85,000. It is proposed that such loans be converted into 340,000 Director Shares at a price of 25 pence per share immediately following the General Meeting.
In addition, Lloyds has confirmed, subject to documentation, its intention to increase the Company's borrowing facilities by £340,000 and to extend the Company's existing banking facilities until 30 June 2023.
The Directors estimate that the proceeds of the Placing, Directors' Loans and the increase in borrowing facility should enable the Company to continue to manage its working capital until at least the end of May 2023 during which time it expects to have agreed new bank facilities with either Lloyds or an alternative provider. Depending on the size and structure of the new facilities further equity and/or debt may also be required to provide some funding for growth and fully return the Company's creditors to a normal profile. The Directors' estimate that this additional requirement is likely to be up to £3 million.
The Placing which is being conducted by WH Ireland comprises the placing of 1,020,000 New Ordinary Shares at the Placing Price. As the Placing Price is below the nominal value of the Existing Ordinary Shares (being 50 pence) it will be necessary to undertake the Share Reorganisation to enable the Placing to proceed. The Directors will also require the necessary authorities under the Companies Act to allot the Placing Shares and Director Shares. The Placing and the allotment of the Director Shares is therefore conditional on Shareholders approving certain Resolutions at the General Meeting. It is also conditional upon the confirmation of the Company's bank facilities and the Placing Agreement otherwise becoming unconditional in all respects and not being terminated prior to Admission.
The Placing Price represents a discount of approximately 33.3 per cent. to the closing mid-market price of 37.5 pence per Ordinary Share on 23 March 2023, being the latest practicable business day prior to the publication of the Announcement.
Notice of General Meeting and posting of Circular
The Circular, which contains the Notice of General Meeting, in respect of the Placing, Directors' Loan and Share Reorganisation is expected to be posted to Shareholders later today and will also be available on the Company's website www.corporate.pittards.com.
If the necessary Resolutions at the General Meeting are not passed the Placing will not proceed, and the Company will not be able to continue to trade. Shareholders are therefore urged to vote in favour of the Resolutions.
The General Meeting will be held on 11 April 2023 at 11:00 a.m.
For further information, please contact:
Pittards plc | www.pittards.com |
Stephen Yapp, Chairman Reg Hankey, CEO Alan Burgess, CFO | +44 (0) 1935 474 321
|
WH Ireland Limited | https://www.whirelandplc.com/capital-markets |
Mike Coe, Sarah Mather | +44 (0)20 7220 1666 |
NOTICE
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward looking statements can be identified by the use of forward-looking terminology, including the terms "believes", estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's strategy and prospects. No statement in this document is intended to be a profit forecast and no statement in this document should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this document. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this document, those results or development may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this document speak only as of the date of such statement, and none of the Company, the Directors or WH Ireland undertakes any obligation to update such statements unless required to do so by applicable law.
Additional Information
1. Background to and reasons for the Placing
The Company has been operating at or around the ceiling of its bank facilities in recent months principally as a result of significant adverse foreign currency movements resulting from the weakening of the pound sterling. It has been managing its working capital very carefully in anticipation of agreeing new and potentially restructured bank facilities. This process is taking longer than originally anticipated and in order to complete this process additional working capital is now required.
In order to meet this need and following discussions with major Shareholders in the Company and Lloyds, who are the Company's bankers, Lloyds has confirmed subject to documentation, its intention to increase the Company's borrowing facilities by £340,000 and to extend the Company's existing banking facilities until 30 June 2023.
Shareholders should note that if the conditions to the Placing are not satisfied and the Resolutions are not passed the Company will be unable to continue to trade and trading in its shares on AIM will immediately be suspended.
The Directors estimate that the proceeds of the Placing and Directors' Loans and the additional funding available under the increased borrowing facilities should enable the Company to continue to manage its working capital until at least the end of May 2023 during which time it expects to have agreed new bank facilities with either Lloyds or an alternative provider. Depending on the size and structure of the new facilities further equity and/or debt may also be required to provide some funding for growth and fully return the Company's creditors to a normal profile. The Directors currently estimate that this additional requirement is likely to be up to £3 million.
Shareholders should note that if new bank facilities cannot be agreed then the Company will be unable to continue to trade and trading in its shares on AIM will immediately be suspended.
2. Details of the Placing
WH Ireland, as agent of the Company, has conditionally placed a total of 1,020,000 Placing Shares with certain existing Shareholders pursuant to the Placing Agreement. Subject to the satisfaction of the conditions in the Placing Agreement, the Placing will raise approximately £255,000 (before expenses).
The Placing is conditional upon , inter alia, Shareholders approving certain Resolutions at the General Meeting, compliance by the Company in all material respects with its obligations under the Placing Agreement, confirmation of the agreement of Lloyds to extend the Company's bank facilities (as explained above) and Admission.
WH Ireland has agreed pursuant to the Placing Agreement, as agent of the Company, to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. However the Placing is not being underwritten.
The Placing Agreement contains warranties from the Company in favour of WH Ireland in relation to, inter alia, the accuracy of the information in this document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify WH Ireland in relation to certain liabilities it may incur in respect of the Placing. WH Ireland has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties given to WH Ireland in the Placing Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement, the occurrence after the date of the Placing Agreement of a material adverse change affecting the condition, or the earnings or business affairs or prospects of the Group as a whole, whether or not arising in the ordinary course of business.
The Placing Shares and Director Shares will be issued free of all liens, charges and encumbrances and will, when issued, be fully paid, and rank pari passu in all respects with the issued New Ordinary Shares, including the right to receive dividends and other distributions declared, paid or made after the date of their issue.
John Rendell and William Black, existing Shareholders in the Company have agreed to subscribe in the Placing for 48,000 and 480,000 Placing Shares respectively. Their subscriptions constitute related party transactions under the AIM Rules as they currently hold 27.7 and 11.06 per cent. of the Existing Ordinary Shares respectively and therefore each is considered a "substantial shareholder" under the AIM Rules. In addition, the arrangements for the Directors' Loans to be made to the Company amounting in aggregate to £85,000 and their conversion, following the passing of certain Resolutions at the General Meeting and the Share Reorganisation becoming effective, into New Ordinary Shares at the Placing Price will also constitute a related party transaction. As there are no independent directors in relation to these transactions, WH Ireland, as nominated adviser to the Company is giving the opinion required in accordance with AIM Rule 13. WH Ireland consider that that the terms of the participation in the Placing by the substantial shareholders, the terms of the Directors' Loans and subsequent intended conversion into Director Shares at the Placing Price are fair and reasonable insofar as the Shareholders of Pittards are concerned.
Effect of the Placing and Director Shares
Upon Admission, the Enlarged Issued Voting Ordinary Share Capital is expected to be 14,378,490 New Ordinary Shares. On this basis, the Placing Shares will represent approximately 7.1 per cent. of the Company's Enlarged Issued Voting Ordinary Share Capital and the Director Shares will represent approximately 2.4 per cent. of the Company's Enlarged Issued Voting Ordinary Share Capital.
Settlement and dealings
In due course application will be made for the Placing Shares and Director Shares to be admitted to trading on AIM and, subject inter alia, to the necessary Resolutions being passed at the General Meeting, it is expected that Admission will become effective and that dealings will commence at 8.00 a.m. on 12 April 2023.
The Placing Shares and Director Shares will rank, pari passu, in all respects with the New Ordinary Shares, including the right to receive all dividends and other distributions declared on or after the date on which they are issued. It is expected that CREST accounts will be credited with entitlements to the Placing Shares as soon as practicable after 8.00 a.m. on the day of Admission and that share certificates (where applicable) will be despatched as soon as practicable after Admission.
Directors' Loans and Director Shares
The Directors and certain employees, as set out below, will make interest free loans to the Company in the amounts set out below, following this announcement. It is proposed that these Directors' Loans will be converted into New Ordinary Shares at the Placing Price immediately following the passing of the necessary Resolutions at the General Meeting and the Share Reorganisation becoming effective.
Name | Position | Value of Directors' Loans | Director Shares (as a result of the conversion on the Directors' Loans) |
Stephen Yapp | Director | £50,000 | 200,000 |
Reginald Hankey | Director | £10,000 | 40,000 |
Alan Burgess | Director | £5,000 | 20,000 |
Louise Cretton | Director | £5,000 | 20,000 |
Godfrey Davis | Director | £10,000 | 40,000 |
John Loxston | PDMR | £2,000 | 8,000 |
Other employees | N/A | £3,000 | 12,000 |
Total |
| £85,000 | 340,000 |
3. Background to and reasons for the Share Reorganisation
At close of business on 22 March 2023, the latest practical date prior to this announcement, the Company had 1,124 Shareholders of which 799 had shareholdings of less than 100 Existing Ordinary Shares. These 799 Shareholders account for 71 per cent. of the Shareholders by number, but represent only 0.13 per cent. of the total number of Existing Ordinary Shares.
At the closing bid price on AIM of 37.5 pence on 23 March 2023, the latest practical date prior to the publication of this announcement, the market value of 100 Existing Ordinary Shares was £37.50. The Directors consider that should a Shareholder with 100 Existing Ordinary Shares or less choose to sell their shares, the proceeds may be significantly reduced by the dealing costs of selling. Therefore the Directors recognise that for small Shareholders it may be uneconomic for them to dispose of their shares. The Share Reorganisation will allow small Shareholders to realise value for their shares free of dealing costs.
Another benefit of the Share Reorganisation is it will reduce certain costs to the Company associated with maintaining a large shareholder register namely in printing, postage and registrars' costs.
For the reasons set out above, the Directors are proposing to reorganise the Company's share capital on the terms set out below.
4. Details of the Share Reorganisation
Under the Share Reorganisation, 10 new Ordinary Shares will be issued at a price of 50 pence per share to ensure that as part of the Share Reorganisation an exact whole number of Consolidated Ordinary Shares will be issued. The Existing Ordinary Shares in issue at the Record Date will then be consolidated into Consolidated Ordinary Shares on the basis of one Consolidated Ordinary Share for every 100 Existing Ordinary Shares. Each Consolidated Ordinary Share will then be sub-divided into 100 New Ordinary Shares and 4,900 Deferred Shares.
Most Shareholders, will not hold at the Record Date, a number of Existing Ordinary Shares that is an exact multiple of 100. The result of the Consolidation, if approved, will be that such Shareholders will be left with a fractional entitlement to a resulting New Ordinary Share. Any such fractions arising on the Consolidation will be aggregated and, following the Subdivision, the Directors will in accordance with the Articles sell the aggregated shares in the market for the benefit of the relevant Shareholders.
The proceeds from the sale of the fractional entitlements will be distributed pro rata amongst the relevant Shareholders save that where a Shareholder is entitled to an amount which is less than £5 it will not be distributed to such Shareholder but will be retained for the benefit of the Company.
The rights attaching to the New Ordinary Shares will be identical in all respects to those of the Existing Ordinary Shares.
In order to effect the Share Reorganisation, the Company proposes to amend the Articles, including the incorporation of rights and restrictions attaching to the Deferred Shares. The Deferred Shares will have minimal rights, thereby rendering them, effectively valueless. The rights attaching to the Deferred Shares can be summarised as follows:
· they will not entitle holders to receive any dividend or other distribution or to receive notice or speak or vote at general meetings of the Company;
· they will have no rights to participate in a return of assets on a winding up until the holders of the Ordinary Shares have received the amounts paid up or credited as paid up on such shares and the sum of £10,000,000 in respect of each Ordinary Share held by them respectively;
· they will not be freely transferable;
· the creation and issue of further shares will rank equally or in priority to the Deferred Shares;
· the passing of a resolution of the Company to cancel the Deferred Shares or to effect a reduction of capital shall not constitute a modification or abrogation of their rights; and
· the Company shall have the right at any time to purchase all of the Deferred Shares in issue for an aggregate consideration of £1.
There are no immediate plans to purchase or to cancel the Deferred Shares, although the Directors propose to keep the situation under review.
A copy of the Articles as amended to incorporate the changes proposed will be made available for inspection at the General Meeting and also free of charge on the Company's website at https://corporate.pittards.com/investors/ .
Existing share certificates will cease to be valid following the Share Reorganisation. New share certificates in respect of the New Ordinary Shares held in certificated form will be issued by first class post at the risk of the Shareholder entitled thereto within 10 Business Days after Admission. No certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to the Deferred Shares. No application will be made for the Deferred Shares to be admitted to trading on AIM or any other investment exchange.
A CREST Shareholder will have their CREST account credited with their New Ordinary Shares following Admission, which is expected to be on 12 April 2023.
5. Renewal of, and increase in bank facilities
The Company's current overdraft utilisation with Lloyds is £7.56 million. Lloyds has confirmed subject to documentation its intention to increase this facility by £340,000. In addition, to this increase it has confirmed its intention to extend all of the Company's other borrowing facilities until 30 June 2023.
Negotiations with Lloyds regarding the new and/or restructuring of their existing facilities are on-going. In addition, the Company is in discussions with an alternative provider.
The Directors' expectation is that these discussions will be concluded during April 2023 with formal documentation being prepared thereafter.
6. Current trading and prospects
The audit of the results for the year ended 31 December 2022 has not yet been completed.
On 23 February 2023, the Company announced that the latter part of the year ended 31 December 2022 had been was affected by a number of factors which have had a material impact on the performance for the year, and whilst the Group generated positive EBITDA for the year, its profit before tax is expected to fall short of market expectations. Whilst the Group still expects to report a positive EBITDA for the year, the result before tax for the year is expected to be a loss.
In particular the Company had been affected by the GBP having weakened dramatically over a very short period which had a progressive impact on the Group's UK business due to the $US overdraft and maturing hedges, which had to be unwound with a net negative effect of c.£1.5m on cash. Net debt at the year-end stood at £11.9 million (31 December 2021: £10.7 million).
Sales volumes and inflationary pressures for 2023, along with the weaker sales reported for the final quarter of last year continued into the early part of current year but the Directors expect sales deliveries to increase in Q2 and the order book remains stable. There remains some uncertainty around continued supply chain challenges. However, the Directors believe that the financial impact of any lower sales volumes will be partially mitigated both by the lowering of the Group's cost base and the continuing weakness of the GBP. Despite this, the Company expects to generate positive cashflows from trading activities.
Nevertheless without the Placing proceeds and Shareholders' approval to the Placing the Company will not be able to continue to trade.
7. Recommendation
The Directors consider the issue of the Placing Shares, Director Shares and Share Reorganisation to be in the best interests of the Company and its Shareholders as a whole. The Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as the Directors intend to do in respect of their own beneficial holdings which, in aggregate amount to 952,256 Ordinary Shares representing approximately 7.32 per cent. of the Company's issued ordinary share capital.
Appendix I
Statistics for the Share Reorganisation, Placing Shares and Director Shares
Number of Existing Ordinary Shares at the date of this document | 13,888,690 |
Number of Existing Ordinary Shares immediately following the General Meeting | 13,888,700 |
Consolidation ratio | One Consolidated Ordinary Share of £50 for every 100 Existing Ordinary Shares |
Number of Consolidated Ordinary Shares | 138,887 |
Subdivision of Consolidated Ordinary Shares | Each Consolidated Ordinary Share of £50 to be subdivided into 100 New Ordinary Shares and 4,900 Deferred Shares |
Number of New Ordinary Shares in issue immediately following the Share Reorganisation | 13,888,700 |
Number of Deferred Shares on Admission pursuant to the Subdivision | 680,546,300 |
Placing Price | 25 pence |
Number of Placing Shares | 1,020,000 |
Number of Director Shares | 340,000 |
Number of New Ordinary Shares in issue on Admission (including the Placing Shares and Director Shares) | 15,248,700 |
Number of New Ordinary Shares held in treasury on Admission | 870,210 |
Enlarged Issued Voting Share Capital on Admission | 14,378,490 |
Placing Shares and Director Shares as a percentage of the Enlarged Issued Voting Share Capital | 9.5 per cent. |
Gross proceeds of the Placing | £255,000 |
Net proceeds of the Placing | £195,000 |
Proceeds from the Directors' Loans | £85,000 |
Details of the new ISIN number and SEDOL number for the New Ordinary Shares will be issued via a regulatory new services in due course.
Appendix II
Expected timetable of principal events
2023 | |
Expected publication and posting of the Circular (including the Notice of General Meeting) | 25 March |
Latest time and date for receipt of Forms of Proxy and electronic proxy appointments via the CREST system | 11.00 a.m. on 5 April |
General Meeting | 11.00 a.m. on 11 April |
Record Date | 6.00 p.m. on 11 April |
Admission and dealings in the New Ordinary Shares, Placing Shares and Director Shares expected to commence on AIM | 8.00 a.m. on 12 April |
Expected date for CREST accounts to be credited for the New Ordinary Shares, Placing Shares and Director Shares to be held in certificated form | 8.00 a.m. on 12 April |
Despatch of definitive share certificates in respect of the New Ordinary Shares, Placing Shares and Director Shares to be held in uncertificated form, if applicable | Within 10 business days of Admission |
Notes
1. Each of the times and dates above are indicative only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
2. All of the above times refer to London time unless otherwise stated.
3. Some of the events listed in the above timetable that relate to the Share Reorganisation, Placing and conversion of the Director Shares are conditional on the passing of the necessary Resolutions at the General Meeting.
Appendix III
Definitions
"Admission" | the admission of the New Ordinary Shares, Placing Shares and Director Shares to trading on AIM becoming effective in accordance with the AIM Rules |
"Act" | the Companies Act 2006 (as amended) |
"AIM" | AIM, a market operated by London Stock Exchange plc |
"AIM Rules" | the AIM Rules for Companies as published by London Stock Exchange from time to time |
"Articles" | the articles of association of the Company as at the date of this document |
"Board" or "Directors" | the directors of the Company |
"Circular" | the explanatory circular, in the agreed form, to be issued by the Company to Shareholders explaining, inter alia, the Share Reorganisation, Placing and Directors' Loans and incorporating the notice of General Meeting |
"Company" or "Pittards plc" | Pittards plc, a company incorporated and registered in England and Wales with registered number 00102384 |
"Consolidation" | the proposed consolidation of every 100 Existing Ordinary Shares into one Consolidated Ordinary Share |
"Consolidated Ordinary Shares" | the new ordinary shares of £50 each in the capital of the Company resulting from the Consolidation |
"Record Date" | the record date for the Share Reorganisation being 6.00 p.m. on 11 April 2023 (or such other date and time as the Directors may determine) |
"CREST" | the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the transfer of title to shares in uncertificated form |
"CREST Regulations" | the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as amended) |
"Deferred Shares" | the deferred shares of 1 pence each in the capital of the Company arising from the Share Reorganisation |
"Directors' Loans" | loans amounting in aggregate to £85,000 agreed to be made by Directors and certain other employees to the Company |
"Director Shares" | 340,000 New Ordinary Shares expected to be issued to the Directors and certain employees at the Placing Price immediately following the passing of certain Resolutions at the General Meeting and the Share Reorganisation becoming effective, by way of the conversion of the Directors' Loans |
"Enlarged Voting Issued Share Capital" | the issued ordinary share capital of the Company immediately following Admission (excluding shares held in treasury) |
"Euroclear" | Euroclear UK & International Limited, a company incorporated under the laws of England and Wales |
"Existing Ordinary Shares" | the 13,888,690 ordinary shares of 50 pence each in the capital of the Company in issue immediately prior to the date of this document, all of which are admitted to trading on AIM |
"Form of Proxy" | the form of proxy for use in connection with the General Meeting available on request from the Company's Registrar |
"General Meeting" | the general meeting of the Company convened for 11.00 a.m. on 11 April 2023 |
"Group" | the Company and its subsidiary undertakings |
"Lloyds" | Lloyds Bank plc |
"London Stock Exchange" | London Stock Exchange plc |
"New Ordinary Shares" | the new ordinary shares of 1 pence each in the capital of the Company arising from the Share Reorganisation |
"Ordinary Shares" | ordinary shares in the capital of the Company |
"Placing" | the conditional placing of the Placing Shares by WH Ireland on behalf of the Company at the Placing Price pursuant to the Placing Agreement |
"Placing Price" | 25 pence per Placing Shares |
"Placing Shares" | the 1,020,000 New Ordinary Shares to be issued and allotted pursuant to the Placing |
"Placing Agreement" | the agreement dated 24 March 2023 between the Company and WH Ireland relating to the Placing |
"Record Date" | the record date in relation to the Share Reorganisation, being 6.00 p.m. on 11 April 2023 |
"Regulatory Information Service" | a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website |
"Resolutions" | the ordinary resolution and the special resolutions set out in the Circular |
"Shareholders" | holders of issued Existing Ordinary Shares (excluding the Company) |
"Share authorities" | the share authorities to be approved at the General Meeting |
"Share Reorganisation" | together the proposed Consolidation and Subdivision |
"Subdivision" | the proposed subdivision of each Consolidated Ordinary Share into 100 New Ordinary Shares and 4,900 Deferred Shares |
"United Kingdom" or ''UK" | the United Kingdom of Great Britain and Northern Ireland |
"WH Ireland" | WH Ireland Limited, nominated adviser and broker to the Company |
"£", "pounds sterling", "pence", "GBP" or "p" | are references to the lawful currency of the United Kingdom |