TIDMFRAN
RNS Number : 2981A
Franchise Brands PLC
23 March 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT
INTENDED THAT IT WILL BE SO APPROVED.
23 March 2017
Franchise Brands plc
("Franchise Brands", "the Group", or "the Company")
Results of proposed placing to raise GBP20 million
Further to the announcement made earlier today, the Board of
Franchise Brands is pleased to announce the completion of a placing
of 29,850,747 new ordinary shares of 0.5p each in the Company (the
"Placing Shares") at a price of 67 pence per Placing Share (the
"Placing Price") to raise a total of GBP20,000,000 (before
expenses) (the "Placing").
The proceeds of the Placing will be applied towards paying part
of the consideration for the acquisition of Metro Rod Limited, as
announced earlier today (the "Acquisition").
The Placing is conditional, inter alia, on the approval of
shareholders at a general meeting of the Company to be held on 10
April 2017 (the "General Meeting") of resolutions to provide
authority to the Directors to issue and allot the Placing Shares
and to approve the Acquisition for the purposes of rule 14 of the
AIM Rules for Companies. The Placing is also conditional on
admission of the Placing Shares (and the re-admission of the
Existing Ordinary Shares) to trading on AIM ("Admission").
Application will be made for the Placing Shares to be admitted (and
the Existing Ordinary Shares to be re-admitted) to trading on AIM
and it is expected that Admission will take place on 11 April
2017.
The Placing Shares will represent, in aggregate, approximately
38.4 per cent. of the Company's issued ordinary share capital as
enlarged by the issue of the Placing Shares.
The Placing Shares will rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive dividends
and other distributions declared, made or paid in respect of the
Ordinary Shares. For the avoidance of doubt, the Placing Shares
will not be eligible to receive the dividend announced in the
Group's annual report and accounts for the year to 31 December
2016.
Further details regarding the background to the Acquisition and
the Placing can be found in the Company's announcement made earlier
today. .
Directors' participation
All of the Directors are participating in the Placing on
identical terms to the Placees. The Directors have agreed to
subscribe, in aggregate, for 16,671,459 Placing Shares at the
Placing Price as follows:
Current Holding At Admission
Number Percentage Number Number Percentage
of Ordinary of Ordinary of Placing of Ordinary of Ordinary
Shares Shares Shares Shares Shares
Director held in issue held in issue
Stephen
Hemsley 13,000,431 27.15 7,462,686 20,463,117 26.33
Nigel Wray 14,080,434 29.41 7,462,686 21,543,120 27.71
David Poutney 606,060 1.27 1,417,910 2,023,970 2.60
Julia Choudhury 1,010,229 2.11 194,029 1,204,258 1.55
Tim Harris 999,762 2.09 59,222 1,059,284 1.36
Robin Auld 908,882 1.90 37,313 946,195 1.22
Rob Bellhouse 45,455 0.09 37,313 82,768 0.11
================= ============= ============= ============ ============= =============
Total 30,651,253 64.02 16,671,459 47,322,712 60.88
================= ============= ============= ============ ============= =============
The Directors are treated as related parties of the Company
under the AIM Rules. The Directors' participation in the Placing is
therefore treated as a related party transaction pursuant to rule
13 of the AIM Rules. Accordingly, the Company's nominated adviser,
Allenby Capital, considers that the terms of the Directors'
participation in the Placing are fair and reasonable insofar as
Shareholders are concerned.
Total Voting Rights
The Placing is conditional, among other things, upon Admission
becoming effective. Following Admission, the Company's issued
ordinary share capital will consist of 77,732,033 Ordinary Shares,
with one voting right each. The Company does not hold any Ordinary
Shares in treasury. Therefore, the total number of Ordinary Shares
and voting rights in the Company will be 77,732,033. With effect
from Admission, this figure may be used by shareholders in the
Company 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 share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined, the defined terms used in this
Announcement shall have the same meaning (unless the context
otherwise requires) as ascribed to them in the "Definitions" and
"Technical Glossary" section in the Admission Document published by
the Company earlier today.
**ENDS**
Enquiries:
Franchise Brands plc + 44 (0) 800 012 6462
Stephen Hemsley, Executive Chairman
Julia Choudhury, Corporate Development Director
MHP Communications +44 (0) 20 3128 8100
(Financial PR)
franchisebrands@mhpc.com
Katie Hunt / Hannah Winter
Allenby Capital Limited +44 (0) 20 3328 5656
(Nominated Adviser and Joint Broker)
Jeremy Porter/ James Thomas / Liz Kirchner
Dowgate Capital Stockbrokers +44 (0)1293 517744
(Joint Broker)
James Serjeant / Neil Badger
IMPORTANT NOTICE
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, IS NOT
INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR
INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE
OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL,
ACQUIRE, DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN THE
UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS
TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Allenby Capital Limited is authorised and regulated in the
United Kingdom by the Financial Conduct Authority ("FCA") and is
acting exclusively for the Company in connection with the
Acquisition, Placing and Admission and no one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients nor for providing advice to any
other person in relation to the Acquisition, Placing, Admission
and/or any other matter referred to in this Announcement.
Dowgate Capital Stockbrokers Limited is authorised and regulated
in the United Kingdom by the FCA and is acting exclusively for the
Company in connection with the Acquisition, Placing and Admission
and no one else and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients
nor for providing advice to any other person in relation to the
Acquisition, Placing, Admission and/or any other matter referred to
in this Announcement.
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 Allenby Capital or Dowgate Capital or any
of their respective affiliates or any of their respective
directors, officers, employees, advisers or representatives
(collectively, "Representatives") 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 therefor is
expressly disclaimed.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
March 23, 2017 04:14 ET (08:14 GMT)
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