TIDMFUL
RNS Number : 8089P
Fulham Shore PLC (The)
22 February 2021
This announcement contains inside information for the purposes
of Regulation 11 of the Market Abuse (amendment) (EU Exit)
Regulations 2019/310.
22 February 2021
The Fulham Shore PLC
("Fulham Shore", the "Company" or the "Group")
Exercise of options, Director dealings, variation to options and
scheme,
and total voting rights
The Board of Fulham Shore (the "Board") announces the exercise
of options over ordinary shares in the Company (the "Options") by
certain directors of the Company (the "Directors"), the variation
to the terms of certain options and the sale of shares issued
pursuant to the Option exercises.
Exercise of Options
In total, 6,665,614 Options over new ordinary shares of 1p each
in the Company ("Ordinary Shares") have been exercised by the
Directors. All the Options were granted pursuant to the Company's
EMI Share Option Scheme or Unapproved Share Option Scheme in 2014
and are due to expire either at the end of February 2021 (in
respect of the Options with a 5p exercise price) or in October 2021
(in respect of the Options with a 6p exercise price). The expiry
dates of the EMI options cannot be extended.
The Options have been exercised by the Directors as follows:
Exercise
price Total No. of
Director Option scheme No. of Options GBP Options exercised
David Page EMI 554,200 0.05 554,200
Nabil Mankarious EMI 554,200 0.05 3,887,042
EMI 3,332,842 0.06
Nick Donaldson Unapproved 554,200 0.05 554,200
Nick Wong EMI 1,670,172 0.05 1,670,172
Total 6,665,614
Application has been made for the 6,665,614 new Ordinary Shares
to be admitted to trading on AIM ("Admission"), which is expected
to occur on or around 24 February 2021.
Sale of Ordinary Shares
The Directors have sold the Ordinary Shares issued pursuant to
the exercise of the Options detailed above. The details of these
sales and the impact on the Directors' interests in the share
capital of the Company are as follows:
Beneficial interest
in Ordinary Shares Percentage
No. of Ordinary Price held following of enlarged
Director Shares sold GBP sale share capital*
David Page 554,200 0.12 83,515,120 13.55%
Nabil Mankarious 3,887,042 0.12 116,879,434 18.97%
Nick Donaldson 554,200 0.12 14,998,573 2.43%
Nick Wong 1,670,172 0.12 11,083,593 1.80%
Total 6,665,614
*As enlarged by the exercise of the Options
Certain Directors have indicated that the proceeds of this sale
will be applied to fund further exercise of share options that are
due to expire in October 2021 in the near future.
Variations to existing options and scheme
Following the exercise of the Options, the Company now has
56,070,262 options over Ordinary Shares outstanding, of which
13,804,987 Unapproved Options were due to expire on 19 October
2021, 23,372,577 Unapproved Options were due to expire on 20 April
2022, 1,421,240 Unapproved Options were due to expire on 27 July
2023, 161,972 Unapproved Options were due to expire on 15 March
2024 and 785,110 Unapproved Options were due to expire on 27 July
2024. The Remuneration Committee of the Board has today resolved to
implement an extension of the expiry date of these options by three
years to 19 October 2024, 20 April 2025, 27 July 2026, 15 March
2027 and 27 July 2027 respectively resulting in the total life of
the share options being 10 years, in line with Unapproved Options
granted since 2018.
In addition, the Remuneration Committee has resolved to
implement a variation of the terms of the Company's Unapproved
Share Option Plan to allow for net-settlement on exercise of the
options by optionholders. Net-settlement on exercise means that the
cost of exercising options will be netted off against the number of
new Ordinary Shares to be issued pursuant to the exercise.
Therefore, the cost of exercising the option will be satisfied by
the optionholder receiving fewer shares than they are entitled
under the option. The number of Ordinary Shares issued will be
equivalent to the combination of the "in the money" value of the
options and the nominal value of the Ordinary Shares to be issued,
calculated based on the closing mid-market price of an Ordinary
Share on the day prior to the exercise notice being received by the
Company. This will result in fewer new Ordinary Shares being issued
by the Company and therefore less dilution for existing
shareholders.
Of the outstanding Unapproved Share Options subject to the above
variations, the following are held by Directors of the Company,
related parties as defined under the AIM Rules for Companies ("AIM
Rules"):
Exercise
Option No. of price Original Extended
Director scheme Options GBP Expiry Date Expiry Date
David Page Unapproved 1,647,256 0.06 19/10/2021 19/10/2024
Unapproved 4,732,795 0.11 20/04/2022 20/04/2025
Martin Chapman Unapproved 3,325,135 0.06 19/10/2021 19/10/2024
Unapproved 2,366,397 0.11 20/04/2022 20/04/2025
Nabil Mankarious Unapproved 1,647,256 0.06 19/10/2021 19/10/2024
Unapproved 4,732,795 0.11 20/04/2022 20/04/2025
Nick Donaldson Unapproved 4,980,098 0.06 19/10/2021 19/10/2024
Unapproved 4,732,795 0.11 20/04/2022 20/04/2025
Nick Wong Unapproved 2,205,242 0.06 19/10/2021 19/10/2024
Unapproved 4,732,795 0.11 20/04/2022 20/04/2025
Total 35,102,564
The extension to the expiry date of the options and the
amendment to the Unapproved Share Option Plan constitute related
party transactions pursuant to the AIM Rules, Des Gunewardena,
being the independent director for the purpose of the transactions,
having consulted with the Company's nominated adviser, Allenby
Capital Limited, considers the terms of the amendments to be fair
and reasonable insofar as the Company's shareholders are
concerned.
Total voting rights
Following Admission, the Company will have 616,282,795 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 616,282,795. This figure should be
used by shareholders as the denominator for the calculations by
which they should 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.
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
Nabil Mankarious
Nicholas Donaldson
Nicholas Wong
-------------------------- ------------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------
a) Position/status Chairman
Managing Director
Executive Director
Finance Director
-------------------------- ------------------------------------------------
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 213800I1MACIDMBA2M29
-------------------------- ------------------------------------------------
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 1p each in The Fulham
financial instrument, Shore plc
type of instrument
Identification code Identification code (ISIN) for The
Fulham Shore plc ordinary shares: GB00B9F8VG44
-------------------------- ------------------------------------------------
b) Nature of the transaction Exercise of options
-------------------------- ------------------------------------------------
c) Price(s) and volume(s) Director Price(s) Volume(s)
(GBP)
David Page 0.05 554,200
Nabil Mankarious 0.05 554,200
0.06 3 ,332,842
Nicholas Donaldson 0.05 554,200
Nicholas Wong 0.05 1,670,172
--------- -------------
-------------------------- ------------------------------------------------
d) Aggregated information Director Price(s) Volume(s)
- Aggregated volume (GBP)
- Price David Page 0.05 554,200
Nabil Mankarious 0.059 3,887,042
Nicholas Donaldson 0.05 554,200
Nicholas Wong 0.05 1,670,172
--------- -----------
-------------------------- ------------------------------------------------
e) Date of the transaction 19 February 2021
-------------------------- ------------------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------- ------------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name David Page
Nabil Mankarious
Nicholas Donaldson
Nicholas Wong
-------------------------- ----------------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------
a) Position/status Chairman
Managing Director
Executive Director
Finance Director
-------------------------- ----------------------------------------------
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 213800I1MACIDMBA2M29
-------------------------- ----------------------------------------------
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 1p each in
financial instrument, 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 Sale of shares
-------------------------- ----------------------------------------------
c) Price(s) and volume(s) Director Price(s) Volume(s)
David Page GBP0.12 554,200
Nabil Mankarious GBP0.12 3,887,042
Nicholas Donaldson GBP0.12 554,200
Nicholas Wong GBP0.12 1,670,172
---------- -----------
-------------------------- ----------------------------------------------
d) Aggregated information
- Aggregated volume As Above
- Price
-------------------------- ----------------------------------------------
e) Date of the transaction 19 February 2021
-------------------------- ----------------------------------------------
f) Place of the transaction London Stock Exchange, AIM (XLON)
-------------------------- ----------------------------------------------
For further information, please contact:
The Fulham Shore PLC www.fulhamshore.com
David Page Via Hudson Sandler
Allenby Capital Limited
Nick Naylor / Jeremy Porter / James Reeve Tel: 020 3328 5656
(Corporate Finance)
Tony Quirke / Jos Pinnington (Sales)
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 19 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 53
restaurants, primarily in London, but also with restaurants across
the UK (e.g. Edinburgh, Manchester, Leeds, Cambridge, Bath, Oxford,
Bristol and Exeter). 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
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END
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