TIDMFUL
RNS Number : 3551V
Fulham Shore PLC (The)
06 August 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,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, RECOMMATION, OFFER OR ADVICE
TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF THE FULHAM SHORE PLC OR INTO ANY OTHER JURISDICTION
WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
6 August 2020
The Fulham Shore PLC
("Fulham Shore", the "Company" or the "Group")
Result of equity fundraise, Director shareholdings and
change to Total Voting Rights
The Board of Fulham Shore is pleased to announce that, following
the Company's announcement earlier today, the Bookbuild has
successfully closed and has raised gross proceeds pursuant to the
Fundraise of GBP2.25 million via the issue of 36,000,000 New
Ordinary Shares at an Issue Price of 6.25p.
The New Ordinary Shares will represent approximately 5.91 per
cent. of the issued share capital and total voting rights of the
Company as enlarged by the issue of the New Ordinary Shares. The
issue price of the New Ordinary Shares of 6.25p represents a 2 per
cent. premium to the mid-market closing price of Ordinary Shares on
5 August 2020, the day prior to the launch of the Bookbuild.
The New Ordinary Shares comprise 26,184,000 Placing Shares
issued pursuant to the Placing and 9,816,000 Subscription Shares
issued pursuant to the Subscription. Application will be made to
the London Stock Exchange for the New Ordinary Shares to be
admitted to trading on AIM and such admission is expected to occur
on 20 August 2020 ("Admission").
David Page, Chairman of the Company, commented: "We are pleased
to have concluded the Fundraise, which was oversubscribed, at a
premium to the previous day's closing share price. This raise,
along with our new bank facilities, places us on a sound financial
footing. "
Director and PDMR subscriptions
Certain of the Company's Directors and persons discharging
managerial responsibilities (PDMRs) are subscribing for
Subscription Shares in the Fundraise as set out in the table
below.
Name Subscription No. of Subscription Beneficial interest Percentage
amount (GBP) Shares in Ordinary of enlarged
Shares on Admission total voting
rights held
on Admission
David Page GBP140,500 2,248,000 83,515,120 13.70%
Nabil Mankarious GBP184,500 2,952,000 116,879,434 19.17%
Nicholas Wong GBP130,500 2,088,000 11,083,593 1.82%
Nicholas Donaldson GBP113,000 1,808,000 14,998,573 2.46%
Martin Chapman GBP20,000 320,000 1,086,818 0.18%
Desmond Gunewardena GBP20,000 320,000 774,545 0.13%
Jawaid Akhtar (PDMR) GBP5,000 80,000 17,303,209 2.84%
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.
Total Voting Rights
On Admission, the Company will have 609,617,181 ordinary shares
of 1 penny each ("Ordinary Shares") in issue, each with one voting
right. The Company does not hold any shares in treasury and
therefore the total number of voting rights in the Company is
609,617,181. This figure of 609,617,181 should be used by
shareholders from 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 7.00 a.m. on 6
August 2020.
For further information, please contact:
The Fulham Shore PLC www.fulhamshore.com
David Page Via Hudson Sandler
Allenby Capital Limited
Tony Quirke / Jos Pinnington (Sales) Tel: 020 3328 5656
Nick Naylor / Jeremy Porter / James Reeve
(Corporate Finance)
Hudson Sandler - Financial PR fulhamshore@hudsonsandler.com
Alex Brennan / Lucy Wollam Telephone: 020 7796 4133
Notes for editors
Information on The Fulham Shore PLC
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.
Today, Fulham Shore owns and operates "The Real Greek" (
www.therealgreek.com ) and "Franco Manca" ( www.francomanca.co.uk )
restaurants.
The Real Greek
Since its foundation in London in 1999, The Real Greek group has
grown steadily, now offering modern Greek cuisine in 18 restaurants
( 14 of which have so far reopened) 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 51
restaurants ( 49 of which have so far reopened) , primarily in
London, but also with restaurants across the UK (e.g. Edinburgh,
Manchester, Leeds, Cambridge, Bath, Oxford and Bristol). Franco
Manca also has a franchised pizzeria on the island of Salina in
Italy.
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. Pizza
prices start from GBP5.20.
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
Winner of the CGA Peach Hero and Icon Awards Best Concept award
2016
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 David Page Chairman
Nabil Mankarious Managing Director
-----------------------
Nicholas Wong Finance Director
-----------------------
Nicholas Donaldson Executive Director
-----------------------
Martin Chapman Non-Executive Director
-----------------------
Desmond Gunewardena Non-Executive Director
-----------------------
Jawaid Akhtar PDMR
-----------------------
-------------------------- ------------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------
a) Position/status see 1 a) above
-------------------------- ------------------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- ------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------
a) Name The Fulham Shore plc
-------------------------- ------------------------------------------------
b) LEI 213800WAVVOPS85N2205
-------------------------- ------------------------------------------------
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 Ordinary shares of 1 penny each
financial instrument, in The Fulham Shore plc
type of instrument
Identification code Identification code (ISIN) for
The Fulham Shore plc ordinary
shares: GB00B9F8VG44
-------------------------- ------------------------------------------------
b) Nature of the transaction Participation in a subscription
for new ordinary shares
-------------------------- ------------------------------------------------
c) Price(s) and volume(s) Price: 6.25p
Volumes:
Director/PDMR No. of new ordinary
shares
David Page 2,248,000
--------------------
Nabil Mankarious 2,952,000
--------------------
Nicholas Wong 2,088,000
--------------------
Nicholas Donaldson 1,808,000
--------------------
Martin Chapman 320,000
--------------------
Desmond Gunewardena 320,000
--------------------
Jawaid Akhtar 80,000
--------------------
-------------------------- ------------------------------------------------
d) Aggregated information n/a
- Aggregated volume
- Price
-------------------------- ------------------------------------------------
e) Date of the transaction 6 August 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
Allenby Capital 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 Capital, which is authorised and regulated by the FCA in
the United Kingdom, is acting as Bookrunner, 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 Capital will
not be responsible to any person other than the Company for
providing the protections afforded to clients of Allenby Capital or
for providing advice to any other person in connection with the
Placing or any acquisition of shares in the Company.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIUNOBRRBUWRRR
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