Last checked at 11 Oct 2013 08:46
Tasty Plc ("Tasty" or the "Company")
Placing and Director/PDMR Shareholdings
The Company is pleased to announce a placing to raise £2.5million. Further the Company also today announces changes to certain Directors interests in the ordinary shares of 10 pence each ("Ordinary Shares") and incentive arrangements in the Ordinary Shares.
The Placing
The Company today announces that it has raised £2.5million, before expenses, through a placing of 2,500,000 new Ordinary Shares ("New Shares") at a price of 100 pence per share (the "Placing Price") (the "Placing"). The Placing Price represents a discount of 4 per cent. to the closing middle market price of the Company on 10 October 2013 (being the latest practicable date prior to this announcement). The New Shares represent approximately 5.22 per cent. of the current issued share capital of the Company. The Placing is conditional upon admission of the New Shares to trading on AIM and is not underwritten.
The net proceeds from the Placing will be used by the Company to fund the continued expansion of restaurants within the Company.
As part of the Placing certain Directors of the Company have subscribed for New Shares at the Placing Price as set out below:
Name | Title | No. of New Shares subscribed for under the Placing |
Samuel Kaye | Joint Chief Executive | 150,000 |
Adam Kaye | Non-Executive Director | 150,000 |
Keith Lassman, Chairman of the Company, has also subscribed for 10,000 Ordinary Shares at the Placing Price.
The directors of the Company (excluding Samuel Kaye and Adam Kaye), having consulted the Company's nominated adviser, consider the subscription for New Shares by Samuel Kaye and Adam Kaye to be fair and reasonable insofar as the Company's shareholders are concerned.
Application will be made for 2,510,000 Ordinary Shares, being issued as part of the Placing and subscription, to be admitted to trading on AIM and dealings are expected to commence on 18 October 2013.
Director Exercise of Options
Each of the directors of the Company ("the "Directors") has informed the Company that they intend to shortly exercise options granted under the Company's share option plan for approved awards and also as unapproved options. The performance conditions attached to these options have been met in full.
In order to settle exercise costs and tax liabilities on exercise, the Directors will sell, in total, 1,463,672 Ordinary Shares at a price of 100 pence per shares ("Directors Sale"). Details of exercise and sales are set out below:
Name | Title | No. of options exercised | No. of Ordinary Shares sold following the exercise of options | No. of Ordinary Shares retained following the exercise of options |
Jonny Plant | Joint Chief Executive | 1,029,922 | 511,391 | 518,531 |
Samuel Kaye | Joint Chief Executive | 500,000 | 332,230 | 167,770 |
Non-Executive Director | 500,000 | 332,230 | 167,770 | |
Keith Lassman | Chairman | 219,230 | 163,910 | 55,320 |
In addition to the above, another option holder will exercise options over 240,000 Ordinary Share.
Application will be made for 2,489,152 new Ordinary Shares to be issued following the exercise of options to be admitted to trading on AIM and dealings are expected to commence on 17 October 2013.
New Options
The Remuneration Committee of the Company has committed to grant new options over Ordinary Shares to certain Directors related to new performance targets ("New Options"). The details of these grants are set out below:
Name | Title | No. of New Options Granted | Exercise price of the New Options |
Jonny Plant | Joint Chief Executive | 500,000 | 100 pence |
Samuel Kaye | Joint Chief Executive | 500,000 | 100 pence |
Adam Kaye | Non-Executive Director | 500,000 | 100 pence |
The options will be exercisable subject to the share price of the Company having an average closing mid-market price of £1.50 for fifteen (15) consecutive trading days.
The board of the Company is exploring a number of option or option equivalent incentive schemes under which to grant the above New Options.
Director/PDMR Shareholdings
Following the Placing, the Directors Sale and the grant of New Options the Directors will be interested in the following number of Ordinary Shares in the Company:
Name | Title | No. Ordinary Shares | % of the issued share capital of the Company as enlarged by the Placing and the exercise of options | Total number of options over Ordinary Shares held following exercise and grant of New Options |
Jonny Plant | Joint Chief Executive | 4,194,877 | 7.93% | 500,000 |
Samuel Kaye | Joint Chief Executive | 9,690,240 | 18.31% | 500,000 |
Adam Kaye | Non-Executive Director | 7,940,238 | 15.00% | 500,000 |
Keith Lassman | Chairman | 134,640 | 0.25% | 0 |
Total Voting Rights
In accordance with the FSA's Disclosure and Transparency Rules, the Company wishes to notify the market that following the Placing and the exercise of options the Company's issued share capital will consist of 52,927,101 ordinary shares of 10 pence each ("Ordinary Shares"), all with voting rights. No shares were held in treasury at the date of this announcement. The total number of current voting rights in the Company is therefore 52,927,101.
The above figure (52,927,101 Ordinary Shares) may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change in their interest in, the Company.
11 October 2013
Enquiries
Tasty plc
Jonny Plant Tel: 020 7637 1166
Cenkos Securities plc
Bobbie Hilliam Tel: 020 7071 4300
NOMAD and Broker