TIDMPTD
RNS Number : 6900F
Pittards PLC
11 July 2023
THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONTAIN INSIDE
INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE EU REGULATION
596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
IS FOR INFORMATION PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR
COMPLETE. NEITHER THIS ANNOUNCEMENT NOR THE APPICES SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT
DECISION IN RESPECT OF PITTARDS PLC.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY OFFER FOR
SALE OR SUBSCRIPTION OF ANY SECURITIES OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN PITTARDS PLC IN
ANY JURISDICTION IN WHICH ANY SUCH OFFER, INVITATION, SOLICITATION,
RECOMMATION OR ADVICE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. THE
DEFINITIONS USED IN THIS ANNOUNCEMENT ARE SET OUT IN APPIX II OF
THIS ANNOUNCEMENT.
11 July 2023
Pittards plc
Proposed Management Subscriptions and Open Offer to raise up to
GBP 1.85 million
Pittards (AIM:PTD), the specialist producer of technically
advanced leather and luxury leather goods for retailers,
manufacturers and distributors announces a proposed fundraise by
way of the Management Subscriptions and the Open Offer to raise up
to approximately GBP1.85 million. The Fundraise is conditional,
inter alia, on the Company raising a minimum of GBP1.16 million of
additional capital, whether by way of the Fundraise or from other
sources of capital which may be identified by the Company,
including potentially the Trade Investor. It is also conditional on
shareholders' approval of the Fundraising Resolutions at the
General Meeting to be held on 27 July 2023. At that meeting the
Company will be seeking approval from Shareholders not only for the
issue of Ordinary Shares in connection with the Fundraise but also
the issue of additional shares or securities convertible into
shares of the Company on a non pre-emptive basis in connection with
the issue of Warrants (explained below) and proposals for any
additional investment that may be secured by the Company from other
sources, including potentially the Trade Investor.
On 29 June 2023, the Company announced it had agreed indicative
terms for new banking facilities of GBP10.1 million conditional,
inter alia, on the Company completing an equity fundraise of GBP1.5
million. These indicative terms were subsequently amended such that
the aggregate facilities may increase in certain circumstances up
to GBP10.45 million. In addition, the required minimum fundraise
has decreased to GBP1.16 million.
The Fundraise is being structured as:
-- an open offer giving existing Shareholders the opportunity to
subscribe for 3 new Ordinary Shares for every 1 Existing Ordinary
Share held, to raise up to approximately GBP1.72 million; and
-- a proposed subscription for new Ordinary Shares by certain
members of the Management Team to raise GBP125,000.
In each case the price payable for the New Ordinary Shares will
be a cash sum equal to the Issue Price, being 4p per New Ordinary
Share, representing a discount of 25.6 per cent. to the closing
mid-market price of 5.38p per Ordinary Share on 30 June 2023, being
the last business day prior to the suspension of trading of the
Company's Ordinary Shares on AIM. The Board consider that issuing
the New Ordinary Shares at a discount is fair and reasonable so far
as Shareholders are concerned.
Separately, members of the Management Team sacrificed a portion
of their salaries between 1 January 2023 and 30 June 2023,
amounting to approximately GBP100,341, in order to assist the
Company in managing its working capital position whilst it
renegotiated the New Banking Facilities. Pursuant to the Initial
Salary Sacrifice, it is proposed that the Company will issue
2,508,525 Initial Salary Sacrifice Shares to members of the
Management Team at the Issue Price in satisfaction of their Initial
Salary Sacrifice amounts. Whilst currently, the Company is in a
closed period for the purposes of MAR (as it has not yet published
its annual accounts for the year ended 31 December 2022) the
Company expects its annual accounts to have been published prior to
the date of the General Meeting, following which (subject to
satisfaction of the other conditions of the Initial Salary
Sacrifice) the Company will be able to issue the Initial Salary
Sacrifice Shares.
Further, it is proposed that members of the Management Team will
sacrifice in aggregate up to GBP287,933 of their salaries for the
period from 1 July 2023 to 31 December 2024 in order to reduce the
Company's future funding requirement. Pursuant to the Deferred
Salary Sacrifice, the Company would issue up to a further 7,198,325
Ordinary Shares at the Issue Price periodically at such intervals
as the Company may decide, in arrears of the sacrifice being
made.
The Open Offer, Management Subscriptions and Initial Salary
Sacrifice are conditional, inter alia, on the satisfaction of the
following conditions by 8.00 a.m. on 28 July 2023 (or such later
time and/or date (being no later than the Long Stop Date) as WH
Ireland and the Company may agree):
-- the Company successfully raising a minimum of GBP1.16 million of additional capital;
-- the New Banking Facilities being entered into;
-- the passing of the Fundraising Resolutions (without material
amendment) at the General Meeting or any adjournment thereof;
and
-- Admission taking place.
On 24 March 2023, the Company announced a fundraise raising
GBP340,000 by way of a placing of 1,020,000 Ordinary Shares at an
issue price of 25 pence per shares raising GBP255,000 and loans
made by the Management Team and other staff raising GBP85,000 which
were subsequently converted into Ordinary Shares at a price of 25
pence per share.
Subsequent to the March Fundraise the Company's share price has
fallen significantly. The closing middle market price was 5.38
pence on 30 June 2023, the last business day prior to the
suspension of trading of the Company's Ordinary Shares on AIM,
representing a 78 per cent. reduction on the price of 25 pence per
share in the March Fundraise. The Company recognising the essential
nature of the March Fundraise and the immediate loss suffered by
the investors who contributed to it, proposes (subject to the
passing of the Resolutions at the General Meeting (or any
adjournment thereof) and completion of the Fundraise) to issue a
warrant to subscribe for one Ordinary Share in respect of each
Ordinary Share issued pursuant to the March Fundraise. In aggregate
warrants would be issued over 1,360,000 new Ordinary Shares. The
Warrants will be exercisable until 31 July 2026 at an exercise
price of 10 pence per Ordinary Share.
SHOULD THE COMPANY BE UNABLE TO RAISE A MINIMUM OF GBP1.16
MILLION OF ADDITIONAL CAPITAL, THE COMPANY WILL BE UNABLE TO
CONTINUE TO TRADE AND WOULD MOST LIKELY BE PLACED INTO
ADMINISTRATION IN WHICH CASE THE PROSPECTS FOR RECOVERY OF VALUE,
IF ANY, BY SHAREHOLDERS WOULD BE UNCERTAIN. IN ADDITION, IT SHOULD
BE NOTED THAT THE NEW BANKING FACILITIES AND THE FUNDRAISING ARE
INTER-CONDITIONAL. THE AVAILABILITY OF THE NEW BANKING FACILITIES
IS SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS INCLUDING AS
TO THE ADDITIONAL CAPITAL TO BE RAISED BY THE COMPANY .
SHAREHOLDERS SHOULD NOTE THAT IF SUCH CONDITIONS ARE NOT SATISFIED
IN ALL RESPECTS AND/OR THE FUNDRAISING RESOLUTIONS ARE NOT PASSED
(WITHOUT MATERIAL AMMENT) AT THE GENERAL MEETING (OR ANY
ADJOURNMENT THEREOF) SUCH THAT THE FUNDRAISING CANNOT COMPLETE, THE
COMPANY WOULD BE UNABLE TO CONTINUE TO TRADE AND WOULD MOST LIKELY
BE PLACED INTO ADMINISTRATION .
The Fundraising
Fundraising and share issue highlights
-- Proposed fundraising by way of the Open Offer and Management
Subscriptions to raise up to GBP 1.85 million (before expenses),
which is conditional upon the Company raising a minimum of GBP1.16
million of additional capital.
-- The Open Offer is being made to give existing Shareholders
the opportunity to subscribe for 3 new Ordinary Shares for every 1
Existing Ordinary Share held, to raise up to approximately GBP1.72
million. The Directors have confirmed their intention to subscribe
for 1,400,000 new Ordinary Shares, amounting to GBP56,000, in
relation to the Open Offer , subject to such subscription not being
prohibited at the relevant time by the Company being in a closed
period for the purposes of MAR .
-- It is proposed that the Management Subscriptions be made by
certain members of the Management Team raising GBP125,000.
-- The Issue Price at which the Fundraising is being conducted
represents a discount of approximately 25.6 per cent. to the
closing mid-market price of 3.85p per Ordinary Share on 30 June
2023, being the last business day prior to the suspension of
trading of the Company's Ordinary Shares on AIM.
-- It is proposed that pursuant to the Initial Salary Sacrifice,
existing outstanding salaries amounting to GBP100,341 will be
satisfied by the issue of 2,508,525 New Ordinary Shares to members
of the Management Team at the Issue Price.
-- Discussions with a Trade Investor concerning a possible
investment in the Company are ongoing. The Trade Investor is a
commercial partner with whom Pittards is working collaboratively on
an opportunity, which if successful would see Pittards supply the
Trade Investor with technical leather and finished product for the
military market. However, Shareholders should note there can be no
certainty of the outcome of these discussions
-- Assuming only the minimum of GBP1.16 million of additional
capital is raised by the Company, the net proceeds of the Fundraise
will be used to return of the Company's creditors to a more normal
payment profile
-- If the gross proceeds of the additional capital raised by the
Company are in excess of GBP1.16 million, the next GBP340,000 of
gross proceeds will be applied to repaying the GBP340,000
additional overdraft facility provided by Lloyds Bank at the time
of the March Fundraise. Any gross proceeds above GBP1.5 million
will be retained (net of expenses) by the Company to provide
additional working capital headroom.
-- The New Ordinary Shares, assuming a full take-up under the
Open Offer, will represent approximately 77.3 per cent. of the
Enlarged Voting Share Capital.
The Open Offer, Management Subscriptions and Initial Salary
Sacrifice are conditional, inter alia, on the satisfaction of the
following conditions by 8.00 a.m. on 28 July 2023 (or such later
time and/or date (being no later than the Long Stop Date) as WH
Ireland and the Company may agree):
-- the Company successfully raising a minimum of GBP1.16 million of additional capital;
-- the New Banking Facilities being entered into;
-- the passing of the Fundraising Resolutions (without material
amendment) at the General Meeting or any adjournment thereof;
and
-- Admission taking place.
The Fundraising is not being underwritten.
A circular containing details of the Fundraising, New Banking
Facilities, proposed issue of Warrants and a Notice of General
Meeting, together with (for Qualifying Non-CREST Shareholders who
are not in Restricted Jurisdictions) an Application Form, will be
despatched to Shareholders following this announcement and will be
available after that time on the Company's website at
https://corporate.pittards.com/investors/.
The General Meeting will be held on 27 July 2023 at midday.
The expected timetable of principal events is set out in
Appendix I to this announcement. Capitalised terms have the meaning
set out in Appendix II to this announcement.
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 www.whirelandplc.com/capital-markets
Mike Coe, Sarah Mather +44 (0)20 7220 1666
Additional Information
1. Background and reasons for the New Banking Facilities and Fundraising
As announced on 24 March 2023, 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. As this process was taking longer than originally
anticipated, the Company announced on 24 March 2023, that it had
raised GBP340,000 via a placing and Directors' loans (which were
subsequently converted into Ordinary Shares) and that Lloyds Bank
would increase the Company's borrowing facilities by GBP340,000, to
enable the Company to manage its working capital whilst completing
the negotiations for the New Banking Facilities.
The New Banking Facilities will amount in aggregate to
approximately GBP10.1 million and potentially up to GBP10.45
million, with the principal change being the restructuring of the
Company's overdraft facility into a GBP7.84 million and potentially
up to GBP8.18 million term loan.
The New Banking Facilities are subject to the Company raising
GBP1.16 million of additional capital. In order to help meet this
requirement, the Company is undertaking a proposed fundraising
comprising the Management Subscriptions to raise GBP125,000 and an
Open Offer to raise up to GBP1.72 million. In order to maximise its
chances of satisfying the minimum fundraising requirement and also
secure additional funding for working capital purposes, the Company
has entered into discussions with the Trade Investor regarding a
possible investment in the Company. Accordingly, the Company will
seek approval from Shareholders at the General Meeting for not only
the issue of Ordinary Shares in connection with the Fundraise, but
also the issue of additional shares or securities convertible into
shares of the Company on a non pre-emptive basis in connection with
any additional investment which may be secured by the Company from
other sources, including potentially the Trade Investor.
SHOULD THE COMPANY BE UNABLE TO RAISE A MINIMUM OF GBP1.16
MILLION OF ADDITIONAL CAPITAL, THE COMPANY WOULD BE UNABLE TO
CONTINUE TO TRADE AND WOULD MOST LIKELY BE PLACED INTO
ADMINISTRATION IN WHICH CASE THE PROSPECTS FOR RECOVERY OF VALUE,
IF ANY, BY SHAREHOLDERS WOULD BE UNCERTAIN.
The net proceeds of the Fundraising assuming a full take-up
under the Open Offer will be approximately GBP1.70 million.
Assuming only the minimum of GBP1.16 million of additional
capital is raised by the Company, the net proceeds of the Fundraise
which will be approximately GBP1.02 million, will be used to return
the Company's creditors to a more normal payment profile. If the
gross proceeds of the additional capital raised by the Company are
in excess of GBP1.16 million, the next GBP340,000 of gross proceeds
will be applied to repaying the GBP340,000 additional overdraft
facility provided by Lloyds Bank at the time of the March
Fundraise. Any gross proceeds above GBP1.5 million will be retained
(net of expenses) by the Company to provide additional working
capital headroom.
THE NEW BANKING FACILITIES AND THE FUNDRAISING ARE
INTER-CONDITIONAL. THE AVAILABILITY OF THE NEW BANKING FACILITIES
IS SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS INCLUDING
CONDITIONS RELATING TO THE COMPANY RAISING A MINIMUM OF GBP1.16
MILLION OF ADDITIONAL CAPITAL. SHAREHOLDERS SHOULD NOTE THAT IF
SUCH CONDITIONS ARE NOT SATISFIED IN ALL RESPECTS AND/OR THE
FUNDRAISING RESOLUTIONS ARE NOT PASSED (WITHOUT MATERIAL AMMENT) AT
THE GENERAL MEETING (OR ANY ADJOURNMENT THEREOF) SUCH THAT THE
FUNDRAISING CANNOT COMPLETE, THE COMPANY WOULD BE UNABLE TO
CONTINUE TO TRADE AND WOULD MOST LIKELY BE PLACED INTO
ADMINISTRATION .
2. Terms of the New Banking Facilities
The Company has agreed indicative terms for the renewal and
restructuring of its existing banking facilities amounting to in
aggregate approximately GBP10.1 million and potentially up to
GBP10.45 million. The New Banking Facilities will comprise:
-- the Term Loan of GBP7,837,600;
-- the existing mortgage of GBP1,225,150;
-- the existing CBILS of GBP616,733;
-- Avalisation facility of GBP250,000; and
-- a letter of credit of GBP180,000.
In the event the Company is only able to raise the minimum
additional capital requirement of GBP1.16 million, Lloyds Bank will
extend the Term Loan up to GBP8.181m, to cover the additional
overdraft facility provided by Lloyds Bank at the time of the March
Fundraise. This additional loan would be repayable over six months.
However if the gross proceeds of the additional capital raised by
the Company are in excess of GBP1.16 million, the next GBP340,000
of the gross proceeds will be applied to repaying the GBP340,000
additional facility. The principal change to the facilities is the
restructuring of the Company's existing overdraft facility into the
Term Loan. The Term Loan will run for a period of two years to on
or around 31 July 2025 and will attract an interest rate of 4 per
cent. plus the Bank of England Base Rate. It will be subject to
financial covenants linked to EBITDA, stock levels and annual
confirmations from a qualified valuer to be tested from 31 December
2023.
The availability if the Term Loan is subject to the following
conditions being met by Admission:
-- the Company raising a minimum of GBP1.16 million of additional capital; and
-- the agreement of the Management Team to the Deferred Salary Sacrifice.
3. Details of the Fundraising and share issues
The Fundraising comprises:
-- the Open Offer of up to 43,123,500 new Ordinary Shares to
raise up to approximately GBP1.72 million. Certain Directors intend
to subscribe for 1,400,000 new Ordinary Shares, amounting to
GBP56,000 in relation to the Open Offer, subject to such
subscription not being prohibited at the relevant time by the
Company being in a closed period for the purposes of MAR. Further
details of the Open Offer are set out in paragraph 4 below; and
-- a proposed subscription of 3,125,000 new Ordinary Shares to
raise GBP125,000 intended to be made by members of the Management
Team, further details of which are set out in paragraph 5
below;
The Fundraise is conditional, inter alia, on the Company
successfully raising a minimum of GBP1.16 million of additional
capital and on Shareholders' approval at the General Meeting. In
order to maximise its chances of satisfying this condition and also
secure additional funding for working capital purposes, Company has
entered into discussions with the Trade Investor regarding a
possible investment in the Company. Accordingly, the Company will
seek approval from Shareholders at the General Meeting for not only
the issue of Ordinary Shares in connection with the Fundraise, but
also the issue of additional shares or securities convertible into
shares of the Company on a non pre-emptive basis in connection with
any additional investment which may be secured by the Company from
other sources, including potentially the Trade Investor.
In addition to the Fundraise, the Company intends to settle
existing outstanding salaries amounting to GBP100,341 by the issue
of the Initial Salary Sacrifice Shares and to reduce the cash cost
of future salaries by up to GBP287,933 via the Salary
Sacrifice.
The Issue Price of 4 pence per new Ordinary Share represents a
discount of 25.6 per cent. to the closing mid-market price of 5.38p
per Ordinary Share on 30 June 2023, being the last business day
prior to the suspension of trading of the Company's Ordinary Shares
on AIM.
SHOULD THE COMPANY BE UNABLE TO RAISE A MINIMUM OF GBP1.16
MILLION OF ADDITIONAL CAPITAL, THE COMPANY WILL BE UNABLE TO
CONTINUE TO TRADE AND WOULD MOST LIKELY BE PLACED INTO
ADMINISTRATION IN WHICH CASE THE PROSPECTS FOR RECOVERY OF VALUE,
IF ANY, BY SHAREHOLDERS WOULD BE UNCERTAIN. IN ADDITION, IT SHOULD
BE NOTED THAT THE NEW BANKING FACILITIES AND THE FUNDRAISING ARE
INTER-CONDITIONAL. THE AVAILABILITY OF THE NEW BANKING FACILITIES
IS SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS INCLUDING AS
TO THE ADDITIONAL CAPITAL TO BE RAISED BY THE COMPANY. SHAREHOLDERS
SHOULD NOTE THAT IF SUCH CONDITIONS ARE NOT SATISFIED IN ALL
RESPECTS AND/OR THE FUNDRAISING RESOLUTIONS ARE NOT PASSED (WITHOUT
MATERIAL AMMENT) AT THE GENERAL MEETING (OR ANY ADJOURNMENT
THEREOF) SUCH THAT THE FUNDRAISING CANNOT COMPLETE, THE COMPANY
WOULD BE UNABLE TO CONTINUE TO TRADE AND MOST LIKELY BE PLACED INTO
ADMINISTRATION .
The Fundraising is not being underwritten.
4. The Open Offer
The Company considers it important that Qualifying Shareholders
have an opportunity (where it is practicable for them to do so) to
participate in the Fundraise, which the Board believes represents
the best and most realistic prospect of securing the finance
required for the Company to continue trading and accordingly the
Company is making the Open Offer to Qualifying Shareholders .
The Company is proposing to raise up to approximately GBP1.72
million in the Open Offer (before expenses) (assuming full take up
of the Open Offer) through the issue of up to 43,123,500 Open Offer
Shares at the Issue Price.
The Directors have confirmed their intention to subscribe for
1,400,000 new Ordinary Shares, amounting to GBP56,000, in relation
to the Open Offer, subject to such subscription not being
prohibited at the relevant time by the Company being in a closed
period for the purposes of MAR .
Subject to the terms and conditions to be set out in the
Circular (and in the case of Qualifying Non-CREST Shareholders, in
the Application Form), Qualifying Shareholders are being given the
opportunity under the Open Offer to apply for Open Offer Shares at
the Issue Price of 4 pence per Open Offer Share, pro rata to their
holdings of Existing Ordinary Shares as at the Record Date, payable
in full on application. Any Open Offer Shares not applied for by
Qualifying Shareholders will be available to other Qualifying
Shareholders, provided they have taken up their Open Offer
Entitlement in full, under the Excess Application Facility.
Qualifying Shareholders may apply for their Open Offer
Entitlement under the Open Offer pro rata to their holdings of
Existing Ordinary Shares as at the Record Date at the Issue Price
on the following basis:
3 Open Offer Shares for every 1 Existing Ordinary Share held
The Excess Application Facility enables Qualifying Shareholders
to apply for further Open Offer Shares in excess of their Open
Offer Entitlement as described below. Not all Shareholders will be
Qualifying Shareholders; Shareholders who are located in, or are
citizens of, or have a registered office in certain overseas
jurisdictions will not qualify to participate in the Open
Offer.
Valid applications by Qualifying Non-CREST Shareholders will be
satisfied in full up to their Open Offer Entitlements as shown on
the Application Form. Applicants can apply for less or more than
their entitlements under the Open Offer but the Company cannot
guarantee that any application for Excess Shares under the Excess
Application Facility will be satisfied as this will depend in part
on the extent to which other Qualifying Shareholders apply for less
than or more than their own Open Offer Entitlements. If
applications under the Excess Application Facility are received for
more than the total number of Open Offer Shares available following
take up of Open Offer Entitlements, the Excess Shares will be
scaled back in such manner as the Directors may determine in their
absolute discretion and no assurance can be given that excess
applications by Qualifying Shareholders will be met in full or in
part or at all.
Qualifying Shareholders should be aware that the Open Offer is
not a rights issue. Qualifying Non-CREST Shareholders should also
note that their respective Application Forms are not negotiable
documents and cannot be traded. Open Offer Shares not applied for
under the Open Offer will not be sold in the market for the benefit
of those who do not apply under the Open Offer. Any Open Offer
Shares which are not applied for by Qualifying Shareholders under
the Open Offer will not be issued by the Company as the Open Offer
is not underwritten.
Application has been made for the Open Offer Entitlements to be
admitted to CREST. It is expected that such Open Offer Entitlements
will be credited to CREST on 13 July 2023. The Open Offer
Entitlements will be enabled for settlement in CREST until 11.00 on
26 July 2023. Applications through the CREST system may only be
made by the Qualifying CREST Shareholder originally entitled or by
a person entitled by virtue of bona ti de market claims. The Open
Offer Shares must be paid in full on application. The latest time
and date for receipt of completed Application Forms or CREST
applications and payment in respect of the Open Offer is 11.00 on
26 July 2023.
The Open Offer is conditional, inter alia, on the satisfaction
of the following conditions on or before 8.00 a.m. on 28 July 2023
(or such later time and/or date (being no later than the Long Stop
Date) as WH Ireland and the Company may agree):
-- the Company successfully raising a minimum of GBP1.16 million of additional capital;
-- the New Banking Facilities being entered into;
-- the Fundraising Resolutions being passed (without material
amendment) at the General Meeting or any adjournment thereof;
and
-- Admission taking place.
Accordingly, if the conditions to the Open Offer are not
satisfied or waived by the Company (where capable of waiver), the
Open Offer will not proceed and the Open Offer Shares will not be
issued and all monies received by the Receiving Agent will be
returned to the applicants (at the applicant's risk and without
interest) as soon as possible thereafter. Any Open Offer
Entitlements admitted to CREST will thereafter be disabled.
The Open Offer Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid after the date of their issue.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, will be set out in the Circular and (where applicable)
on the accompanying Application Form.
5. Management Subscriptions
It is proposed that certain members of the Management Team
subscribe for new Ordinary Shares at the Issue Price. It is the
intention that such subscriptions be made at such time as the
Company ceases to be in a closed period for the purposes of MAR. If
therefore at the date on which the New Ordinary Shares (including
the Management Subscription Shares) are proposed to be allotted,
the Company remains in a closed period, it will be necessary to
defer the Management Subscriptions until such date as the Company
has ceased to be in a closed period. The Management Subscriptions
will be for a total of 3,125,000 new Ordinary Shares amounting to
GBP125,000 in aggregate.
The Management Subscriptions are conditional, inter alia, on the
satisfaction of the following conditions by 8.00 a.m. on 28 July
2023 (or such later time and/or date (being no later than the Long
Stop Date) as WH Ireland and the Company may agree):
-- the Company successfully raising a minimum of GBP1.16 million of additional capital;
-- the New Banking Facilities being entered into; and
-- the Fundraising Resolutions being passed (without material
amendment) at the General Meeting or any adjournment thereof;
and
-- Admission taking place.
6. Trade Investor
Discussions with a Trade Investor concerning a possible
investment in the Company are ongoing. The Trade Investor is a
commercial partner with whom Pittards is working collaboratively on
an opportunity, which if successful would see Pittards supply the
Trade Investor with technical leather and finished product for the
military market.
The Company will announce the outcome of its discussions with
the Trade Investor as soon as they are completed. However,
Shareholders should note there can be no certainty of the outcome
of these discussions.
7. Details of the Salary Sacrifice
The Management Team have sacrificed in aggregate GBP100,341 of
their salaries between 1 January 2023 and 30 June 2023, pursuant to
the Initial Salary Sacrifice. In addition, the Management Team
intend to sacrifice up to in aggregate GBP287,933 of their
salaries, pursuant to the Deferred Salary Sacrifice.
The arrangements in relation to the Salary Sacrifice constitute
a related party transaction in accordance with AIM Rule 13. As it
is intended that all the Directors will participate in the Salary
Sacrifice there are no independent directors, therefore, WH
Ireland, as nominated adviser to the Company is giving the opinion
required in accordance with AIM Rule 13. WH Ireland consider that
the proposed terms of the participation by the Management Team in
the Salary Sacrifice and subsequent conversion into Salary
Sacrifice Shares at the Issue Price are fair and reasonable insofar
as the Shareholders of Pittards are concerned
7.1 Initial Salary Sacrifice Shares
The Management Team have sacrificed a portion of their salaries
between 1 January 2023 and 30 June 2023, amounting to approximately
GBP100,341, in order to assist the Company in managing its working
capital position, whilst it negotiated the New Banking Facilities.
The Company intends to settle the amount of the Initial Salary
Sacrifice by the issue 2,508,525 Initial Salary Sacrifice Shares to
members of the Management Team at the Issue Price.
Whilst currently, the Company is in a closed period for the
purposes of MAR (as it has not yet published its annual accounts
for the year ended 31 December 2022) the Company expects its annual
accounts to be published on or around Admission. Following such
publication, but subject to the passing of the Fundraising
Resolutions (without material amendment) at the General Meeting and
the satisfaction of the remaining conditions of the Initial Salary
Sacrifice set out below, the issue of the Initial Salary Sacrifice
Shares in satisfaction of the Initial Salary Sacrifice can then be
completed. If, however, the Company should remain in a closed
period at Admission, it will be necessary to defer the issue of the
Initial Salary Sacrifice Shares until such date as the Company has
ceased to be in a closed period.
The Initial Salary Sacrifice is conditional, inter alia, on the
satisfaction of the following conditions by 8.00 a.m. on 28 July
2023 (or such later time and/or date (being no later than the Long
Stop Date) as WH Ireland and the Company may agree):
-- the Company successfully raising a minimum of GBP1.16 million of additional capital;
-- the New Banking Facilities being entered into;
-- the passing of the Fundraising Resolutions (without material
amendment) at the General Meeting or any adjournment thereof;
and
-- Admission taking place.
7.2 Deferred Salary Sacrifice
Members of the Management Team intend to sacrifice in aggregate
up to GBP287,933 of their salaries in order to reduce the Company's
future funding requirement. Pursuant to the Deferred Salary
Sacrifice, the Company will issue up to a further 7,198,325
Ordinary Shares at the Issue Price periodically at such intervals
as the Company may decide, in arrears of the sacrifice being
made.
8. Suspension of trading in Ordinary Shares
On 29 June 2023, the Company announced that its audit of the
Company's accounts for the year ended 31 December 2022 would not be
completed by 30 June 2023 as required under AIM Rule 19 of the AIM
Rules. Therefore trading in the Ordinary Shares was suspended with
effect from 7.30 a.m. on 3 July 2023.
9. Final Results and trading update
The Company's results for the year ended 31 December 2022, which
are subject to audit are expected to show:
Unaudited results
GBPmillion
Revenues 18.84
Loss before tax for the year (1.43)
Net Assets 15.51
An additional stock provision of GBP0.7 million has been
recorded to reduce the value of UK inventory in the light of
current economic conditions.
Accounting standards require special accounting treatment in
countries experiencing hyperinflation. A credit adjustment of
GBP1.1 million has been reflected for the hyperinflation in
Ethiopia.
Trading in the first half of the current financial year has been
weak partly due to general market conditions but also due to the
working capital constraints that the business has been subject to.
Sales for the six months to 30 June 2023 are expected to be
approximately GBP5.7 million. Nevertheless, helped by a reduced
cost base the Company has lowered its breakeven point. Net debt as
at 30 June 2023 was GBP12.5 million.
Pleasingly the Company's order book increased in the second
quarter to GBP3 million and this together with a significantly
improved working capital position, if the Fundraising is
successfully completed, means that the Board expects a significant
improvement in trading in the second half of the year and that the
Company will trade positively at the EBITDA level for the year as a
whole.
It is our intention to approve and publish the audited accounts
on or around Admission.
10. Warrants
On 24 March 2023, the Company announced a fundraise raising
GBP340,000 by way of a placing of 1,020,000 Ordinary Shares at an
issue price of 25 pence per shares raising GBP255,000 and loans
made by the Management Team and other staff raising GBP85,000 which
were subsequently converted into Ordinary Shares at a price of 25
pence per share. The March Fundraise was essential, being required
to provide the Company with the cash runway necessary to be able to
it to complete discussions with debt providers and arrange the
Fundraise. Without these funds, the Company would have been unable
to continue trading.
Subsequent to the March Fundraise the Company's share price has
fallen significantly. The closing middle market price was 5.38
pence on 30 June 2023, the last business day prior to the
suspension of trading of the Company's Ordinary Shares on AIM,
representing a 78 per cent. reduction on the price of 25 pence per
share in the March Fundraise. The Company recognising the essential
nature of the March Fundraise and the immediate loss suffered by
the investors who contributed to it, proposes (subject to the
passing of the Resolutions at the General Meeting (or any
adjournment thereof) and completion of the Fundraise) to issue a
warrant to subscribe for one Ordinary Share in respect of each
Ordinary Share issued pursuant to the March Fundraise. In aggregate
warrants would be issued over 1,360,000 new Ordinary Shares. The
Warrants will be exercisable until 31 July 2026 at an exercise
price of 10 pence per Ordinary Share.
Given that, for the reasons explained above, the Company remains
in a closed period for the purposes of MAR, it will be necessary
for the Company to defer the grant of Warrants to Directors and
other members of the Management Team until such date (if later than
the date of completion of the Fundraise) as the Company has ceased
to be in a closed period.
The grant of Warrants is being treated as a related party
transaction in accordance with AIM Rule 13. As all the Directors
will be receiving warrants there are no independent directors for
the purposes of AIM Rule 13 and therefore, WH Ireland as nominated
adviser to the Company is giving the opinion required in accordance
with AIM Rule 13. WH Ireland consider that the terms of the
Warrants are fair and reasonable insofar as the Shareholders of
Pittards are concerned.
11. Adviser Shares
WH Ireland has agreed that GBP10,000 of the fees payable to it
in connection with the Fundraise shall be satisfied by the Company
issuing 250,000 Adviser Shares credited as fully paid on
Admission.
12. Effect of the Fundraising
Upon Admission, assuming full take up of the Open Offer Shares,
the Enlarged Voting Share Capital is expected to be 63,381,525
Ordinary Shares. On this basis, the New Ordinary Shares will
represent approximately 77.3 per cent. of the Enlarged Voting Share
Capital.
Following the issue of the New Ordinary Shares, assuming full
take up of the Open Offer Shares, Qualifying Shareholders who do
not take up any of their Open Offer entitlements will suffer a
dilution of approximately 77.3 per cent. to their interests in the
Company. Qualifying Shareholders who take up their Open Offer
Entitlements in full, will suffer a dilution of approximately 9.3
per cent. to their interest in the Company.
IMPORTANT NOTICES
This announcement may contain statements about the Company 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 words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may",
"should", "anticipates", "estimates", "projects", "would", "could",
"continue", "potential" or terms of similar substance or the
negative thereof. These forward-looking statements include all
matters that are not historical facts. 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. These forward-looking statements are not
guarantees of future performance and have not been reviewed by the
auditors of the Company. Forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of any such person,
or industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. Any forward-looking statements
contained in this announcement are based on numerous assumptions
regarding the present and future business strategies of the persons
to whom they relate and the environments in which each of them will
operate in the future. Investors should not place undue reliance on
such forward-looking statements and, save as is required by law or
regulation (including to meet the requirements of the AIM Rules),
the Company does not undertake any obligation to update publicly or
revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events,
conditions or circumstances on
which any such statement is based). All subsequent oral or
written forward-looking statements attributed to the Company or any
persons acting on its behalf are expressly qualified in their
entirety by the cautionary statement above.
WH Ireland, which is authorised and regulated in the United
Kingdom by the FCA, is acting as Nominated Adviser and Broker
exclusively for the Company and no one else in connection with the
contents of this announcement and will not regard any other person
(whether or not a recipient of this announcement) as its client in
relation to the contents of this announcement nor will it be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this announcement. The responsibilities
of WH Ireland as the Company's nominated adviser under the AIM
Rules for Companies and the AIM Rules for Nominated Advisers are
owed solely to London Stock Exchange and are not owed to the
Company or to any director or shareholder of the Company or any
other person, in respect of its decision to acquire shares in the
capital of the Company in reliance on any part of this
announcement, or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on WH Ireland by FSMA or
the regulatory regime established thereunder, WH Ireland accepts no
responsibility whatsoever for, and makes no representation or
warranty, express or implied, as to the contents of this
announcement including its accuracy, completeness or verification
or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection
with the Company and the contents of this announcement, whether as
to the past or the future. WH Ireland accordingly disclaims all and
any liability whatsoever, whether arising in tort, contract or
otherwise (save as mentioned above), which it might otherwise have
in respect of the contents of this announcement or any such
statement.
The New Ordinary Shares, the Open Offer Entitlements or the
Excess Open Offer Entitlements have not been nor will they be
registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, pledged, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration under
the Securities Act, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States.
None of the New Ordinary Shares, the Open Offer Entitlements or
the Excess Open Offer Entitlements have been or will be approved or
disapproved by the United States Securities and Exchange Commission
or by the securities commissions of any state or other jurisdiction
of the United States or any other regulatory authority, nor have
any of the foregoing authorities or any securities commission
passed upon or endorsed the merits of the offering of the New
Ordinary Shares, Open Offer Entitlements or Excess Open Offer
Entitlements.
Subject to certain exceptions, none of the securities referred
to herein may be offered or sold in the United States, Australia,
Canada, Japan, the Republic of South Africa or to, or for the
account or benefit of, any national, resident or citizen of the
United States, Australia, Canada, Japan or the Republic of South
Africa.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained from the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the New Ordinary Shares; and the New Ordinary Shares
have not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan or the Republic of South
Africa. Accordingly, the New Ordinary Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom or to, or for the
account or benefit of any national, resident or citizen of
Australia, Japan or the Republic of South Africa or to any investor
located or resident in Canada.
No public offering of the New Ordinary Shares, the Open Offer
Entitlements or the Excess Open Offer Entitlements is being made in
the United States, the United Kingdom or elsewhere.
The information in this announcement, which includes certain
information drawn from public sources, does not purport to be
comprehensive and has not been independently verified. This
announcement contains statements that are, or may be deemed
forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward
looking statements involve known and unknown risks, uncertainties
and other important factors beyond the control of the Company
(including but not limited to future market conditions, legislative
and regulatory changes, the actions of governmental regulators and
changes in the political, social or economic framework in which the
Company operates) that could cause the actual performance or
achievements of the Company to be materially different from such
forward-looking statements.
The content of this announcement has not been approved by an
authorised person within the meaning of FSMA. Reliance on this
announcement for the purpose of engaging in any investment activity
may expose an individual to a significant risk of losing all of the
property or other assets invested. The price of shares and any
income expected from them may go down as well as up and investors
may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and
persons needing advice should consult an independent financial
adviser.
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 WH Ireland or by any of its 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.
No statement in this announcement is intended to be a profit
forecast or estimate, 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.
The New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than
AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
APPIX I
Expected Timetable of the principal events
2023
Record Date for the Open Offer 6.00 p.m. on 6
July
Publication and posting of the Circular and, 11 July
in respect of Qualifying Non-CREST Shareholders,
the Application Form
Existing Ordinary Shares marked "ex" by the 8.00 a.m. on 12
London Stock Exchange July
Open Offer Entitlements and Excess CREST Open 8.00 a.m. on 13
Offer Entitlements credited to CREST stock July
accounts of Qualifying CREST Shareholders or
as soon possible thereafter
Recommended latest time and date for requesting 4.30 p.m. on 20
withdrawal of Open Offer Entitlements and Excess July
CREST Open Offer Entitlements from CREST
Latest time and date for depositing Open Offer 3.00 p.m. on 21
Entitlements and Excess CREST Open Offer Entitlements July
into CREST
Latest time and date for splitting Application 3.00 p.m. on 24
Forms under the Open Offer(to satisfy bona July
fide market claims only)
Latest time and date for receipt of electronic midday on 25 July
proxy appointments and any Forms of Proxy for
use at the General Meeting
Latest time and date for receipt of completed 11.00 a.m. on 26
Application Forms and payment in full under July
the Open Offer or settlement of the relevant
CREST instructions (as appropriate)
General Meeting midday on 27 July
Expected date of announcement of the results 27 July
of the General Meeting and Open Offer
Where applicable, date for CREST accounts to 8.00 a.m. on 28
be credited in respect of New Ordinary Shares July
issued in uncertificated form
Despatch of definitive share certificates in Within 5 business
respect of New Ordinary Shares issued in certificated days after Admission
form
Long Stop Date 8.00 a.m. on 14
August
Notes:
(i) References to times in this announcement are to London time.
(ii) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to
an RIS.
(iii) The timing of the events in the above timetable and in the
rest of this announcement is indicative only.
(iv) In order to subscribe for Open Offer Shares under the Open
Offer, Qualifying Shareholders will need to follow the procedure
set out in the Circular and, where relevant, complete the
Application Form. If Qualifying Shareholders have any queries on
the procedure for acceptance and payment, or wish to request
another Application Form, they should contact Link Group on 0371
664 0321. Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. The helpline is open
between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public
holidays in England and Wales. Please note that Link Group cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
APPIX II
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise or unless it is otherwise
specifically provided:
"Admission" the admission of the Open Offer
Shares and the Adviser Shares
to trading on AIM becoming effective
in accordance with Rule 6 of
the AIM Rules
"Adviser Shares" 250,000 new Ordinary Shares
to be issued by the Company
on Admission to WH Ireland in
satisfaction, in part, of its
fees payable by the Company
in connection with the Fundraise
"AIM" the market of that name operated
by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies
published by the London Stock
Exchange from time to time
"Application Form" the personalised application
form accompanying the Circular
(where applicable) pursuant
to which Qualifying Non-CREST
Shareholders (other than certain
Overseas Shareholders) may apply
to subscribe for Open Offer
Shares under the Open Offer
"Avalisation" a guarantee to honour payment
of an invoice which has fallen
due
"certificated" or "in certificated an Existing Ordinary Share or
form" an Ordinary Share recorded on
the Company's share register
as being held in certificated
form (namely, not in CREST)
"Circular" the circular to be sent to Shareholders
setting out details of the proposed
Fundraising and proposed share
issues and containing the Notice
of General Meeting;
"Company" or "Pittards Pittards plc, a company incorporated
in England and Wales with registered
number 00102384
"CREST" or "CREST system" the relevant system (as defined
in the CREST Regulations) in
respect of which Euroclear is
the operator (as defined in
those regulations)
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001/3755),
as amended
"Directors" or "Board" the directors of the Company
or any duly authorised committee
thereof
" Deferred Salary Sacrifice salaries of up to GBP287,933
" intended to be sacrificed by
members of the Management Team
in the period from 1 July 2023
to 31 December 2024
"Enlarged Voting Share Capital" the issued ordinary share capital
of the Company immediately following
Admission (assuming full subscription
under the Open Offer) excluding
shares held in treasury
"Excess Application Facility" the arrangement pursuant to
which Qualifying Shareholders
may apply for additional Open
Offer Shares in excess of their
Open Offer Entitlement in accordance
with the terms and conditions
of the Open Offer
" Excess CREST Open Offer Entitlement the entitlement in addition
" to such holder's Open Offer
Entitlement credited to their
stock account in CREST, to apply
for Open Offer Shares pursuant
to the Excess Application Facility,
which is conditional on them
taking up their Open Offer Entitlement
in full and which may be subject
to scaling back in accordance
with the provisions that will
be set out in the Circular
"Excess Open Offer Entitlement" in respect of each Qualifying
CREST Shareholder, an entitlement,
of the maximum number of Open
Offer Shares available through
the Open Offer (in addition
to their Open Offer Entitlement),
to apply for Open Offer Shares
pursuant to the Excess Application
Facility, which is conditional
on them taking up their Open
Offer Entitlement in full and
which may be subject to scaling
back in accordance with the
provisions that will be set
out in the Circular
"Excess Shares" Open Offer Shares applied for
by Qualifying Shareholders under
the Excess Application Facility
" Ex-entitlement Date " the date on which the Existing
Ordinary Shares are marked "ex"
the entitlement under the Open
Offer
"Existing Ordinary Shares" the 14,374,500 Ordinary Shares
(excluding 874,200 Ordinary
Shares held in treasury) in
issue as at the Record Date
"FCA" the Financial Conduct Authority
"Final Results" the Company's audited accounts
for the year ended 31 December
2022
"Form of Proxy" a form of proxy which can be
requested by Shareholders to
be used in connection with the
General Meeting
"FSMA" the Financial Services and Markets
Act 2000
"Fundraise" or "Fundraising" the proposed Open Offer and
Management Subscriptions
"Fundraising Resolutions" the Resolutions to be proposed
at the General Meeting in connection
with the Fundraise
"General Meeting" the general meeting of the Company
to be convened for midday on
27 July 2023 pursuant to the
Notice of General Meeting
"Initial Salary Sacrifice" the proposed settlement of GBP100,341
of salaries at 30 June 2023
sacrificed by members of the
Management Team by the issue
of the Initial Salary Sacrifice
Shares
"Initial Salary Sacrifice Shares" 2,508,525 new Ordinary Shares
proposed to be issued to members
of the Management Team pursuant
to the Initial Salary Sacrifice
"ISIN" International Securities Identification
Number
"Issue Price" 4 pence per New Ordinary Share
"Lloyds Bank" Lloyds Bank plc
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 8.00 a.m. on 14 August 2023
"Management Team" the Directors and certain other
members of the senior management
team of the Company
"Management Subscriptions" the proposed conditional subscriptions
for the Management Subscription
Shares at the Issue Price by
certain members of the Management
Team as part of the Fundraising
" Management Subscription Shares" 3 ,125,000 new Ordinary Shares
proposed to be issued to certain
members of the Management Team
pursuant to the Management Subscriptions
"March Fundraise" the fundraise undertaken by
the Company, as announced on
24 March 2023, pursuant to which
1,360,000 new Ordinary Shares
were issued
" MAR" or " Market Abuse Regulation the Market Abuse Regulation
" (2014/596/EU) (incorporating
the technical standards, delegated
regulations and guidance notes,
published by the European Commission,
London Stock Exchange, the FCA
and the European Securities
and Markets Authority) as it
applies in the UK by virtue
of the European Union (Withdrawal)
Act 2018, as amended from time
to time
"New Banking Facilities " debt facilities amounting in
aggregate to approximately GBP10.1
million and potentially up to
GBP10.45 million , further details
of which will be set out in
the Circular
"New Ordinary Shares" the Open Offer Shares, the Management
Subscription Shares, the Initial
Salary Sacrifice Shares and
the Adviser Shares
"Notice of General Meeting" the notice convening the General
Meeting to be set out in the
Circular
"Open Offer" the conditional invitation to
be made by the Company to Qualifying
Shareholders to subscribe for
the Open Offer Shares at the
Issue Price on the terms and
subject to the conditions that
will be set out in the Circular
"Open Offer Entitlement" the pro rata basic entitlement
of a Qualifying Shareholder,
pursuant to the Open Offer,
to apply to subscribe for 3
Open Offer Shares for every
1 Existing Ordinary Share registered
in its name on the Record Date
pursuant to the Open Offer
"Open Offer Shares" up to 43,123,500 new Ordinary
Shares to be issued to Qualifying
Shareholders pursuant to the
Open Offer
" Ordinary Shares " ordinary shares of one pence
each in the capital of the Company
"Overseas Shareholders" holders of Existing Ordinary
Shares with registered addresses
in a Restricted Jurisdiction
or any other jurisdiction where
the extension or availability
of the Open Offer would breach
any applicable law
"Qualifying CREST Shareholders" Qualifying Shareholders whose
Existing Ordinary Shares on
the register of members of the
Company on the Record Date are
held in uncertificated form
Qualifying Non-CREST Shareholders Qualifying Shareholders whose
Existing Ordinary Shares on
the register of members of the
Company on the Record Date are
held in certificated form
"Qualifying Shareholders" holders of Existing Ordinary
Shares on the register of members
of the Company on the Record
Date with the exclusion (subject
to exemptions) of persons with
a registered address or located
or resident in a Restricted
Jurisdiction
"Receiving Agent" or "Registrar" Link Group, a trading name of
or "Link Group" Link Market Services Limited,
a company registered in England
with registered number 2605568
and having its registered office
situated at 10th Floor, Central
Square, 29 Wellington Street,
Leeds LS1 4DL
"Record Date" the record date in relation
to the Open Offer, being 6.00
p.m. on 6 July 2023
"Regulatory Information Service" one of the regulatory information
or "RIS" services authorised by the FCA
acting in its capacity as the
UK listing authority to receive,
process and disseminate regulatory
information
"Resolutions" the resolutions to be proposed
at the General Meeting
"Restricted Jurisdiction" any jurisdiction where local
laws or regulations may result
in a significant risk of civil,
regulatory or criminal exposure
for the Company if information
or documentation concerning
the proposals set out the Circular
or made available to Shareholders
in that jurisdiction including,
without limitation, the United
States, Canada, Australia, Japan
and the Republic of South Africa
"Salary Sacrifice" the Initial Salary Sacrifice
and the Deferred Salary Sacrifice
"Securities Act" the United States Securities
Act of 1933, as amended
"Shareholders" the holders of Ordinary Shares
(as the context requires) at
the relevant time
"Term Loan" the proposed two year term loan
of GBP7.84 million to GBP8.18
million to be provided by Lloyds
Bank to the Company
"Trade Investor" a trade investor with whom Pittards
is in discussions regarding
a potential investment in the
Company
"uncertificated" or "in uncertificated recorded on the relevant register
form " of Ordinary Shares as being
held in uncertificated form
in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means
of CREST
"United Kingdom" or "UK" the United Kingdom of Great
Britain and Northern Ireland
"United States" or "US" or "USA" the United States of America,
its territories and possessions,
any state of the United States
of America and the District
of Columbia and any other area
subject to its jurisdiction
"Warrant" one warrant to be issued for
each new Ordinary Share issued
pursuant to the March Fundraise
"WH Ireland" W H Ireland Limited, nominated
adviser and broker to the Company
All references in this announcement to "GBP", "pounds sterling",
"pence", "penny" or "p" are to the lawful currency of the
United Kingdom
This information is provided by RNS, the news service of the
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END
MSCGPURPMUPWGWG
(END) Dow Jones Newswires
July 11, 2023 09:33 ET (13:33 GMT)
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