TIDMFRAN
RNS Number : 3723K
Franchise Brands PLC
21 April 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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,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 FRANCHISE BRANDS PLC OR INTO ANY OTHER JURISDICTION
WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU)
NO. 596/2014 ("MAR"). WITH THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
21 April 2020
Franchise Brands plc
("Franchise Brands", or the "Company", or "Group")
Result of Bookbuild
The Board of Franchise Brands (AIM: FRAN), a multi-brand
franchise business, is pleased to announce that following the
Company's announcement yesterday, the Bookbuild has successfully
closed and has raised gross proceeds of GBP 14 million.
The Bookbuild will result in the conditional Placing of
15,555,556 new Ordinary Shares at 90 pence per share to raise GBP
14 million (before expenses). The Placing Shares have been
subscribed for by a number of new institutional investors, as well
as existing shareholders, Directors and senior management.
The Placing Shares will be issued in two tranches as to:
1) 11,477,167 Placing Shares (the "First Placing Shares") on 27
April 2020 ("First Placing"); and
2) 4,078,389 Placing Shares (the "Second Placing Shares") on 30
April 2020 ("Second Placing") subject to, inter alia, the
Resolutions being passed at the Company's AGM on 28 April 2020.
Applications will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM and such admission
is expected to occur on 27 April 2020 in respect of the First
Placing Shares ("First Admission") and, subject to approval of the
Resolutions, on 30 April 2020 in respect of the Second Placing
Shares ("Second Admission") and in any event no later than 8.00
a.m. on 14 May 2020 (together, "Admission") .
The Placing remains conditional, inter alia, upon First
Admission in respect of the First Placing Shares and upon the
passing of the Resolutions and Second Admission in respect of the
Second Placing Shares, as well as the Placing Agreement not being
terminated prior to First Admission or Second Admission. The First
Placing is not conditional on the Second Placing.
The Placing Shares will represent approximately 16.33 per cent.
of the issued share capital and total voting rights of the Company
as enlarged by the issue of the Placing Shares.
Director subscriptions
Certain Directors of the Company are subscribing for Placing
Shares in the Second Placing as set out in the table below, which
also shows changes to their percentages held upon First Admission
and Second Admission:
Name Total Ordinary Percentage Placing No. of Placing Total Ordinary Percentage
Shares currently of enlarged amount subscribed Shares being Shares held of enlarged
held & held total voting (GBP) subscribed on Second total voting
on First rights held Admission rights held
Admission on First on Second
Admission Admission
Stephen Hemsley 20,515,117 22.50 1,350,000 1,500,000 22,015,117 23.12
Chris Dent 15,000 0.02 9,999 11,110 26,110 0.03
Colin Rees 323,507 0.35 25,000 27,778 351,285 0.37
Nigel Wray 21,720,120 23.83 500,000 555,556 22,275,676 23.39
David Poutney 3,438,881 3.77 112,500 125,000 3,563,881 3.74
Rob Bellhouse 82,768 0.09 25,000 27,778 110,546 0.12
AGM and Board recommendation
The AGM is convened for 11 :00 a.m. on 28 April 2020. At the
AGM, shareholders will be asked to consider resolutions which will
be proposed to provide further share allotment authority to the
Directors and disapply statutory pre-emption rights, which will
enable the issue and allotment of the Second Placing Shares. If the
Resolutions are not approved by shareholders, the Second Placing
Shares will not be able to be allotted and GBP3,670,550.10 less
will be raised from the Placing.
The Board of Franchise Brands considers the Placing to be in the
best interests of the Company and its shareholders as a whole and
therefore the Directors unanimously recommend that shareholders
vote in favour of the Resolutions, as they intend to do in respect
of their own shareholdings of, in aggregate, 49,008,639 Ordinary
Shares, representing approximately 61.5 per cent. of the Company's
existing share capital.
Total Voting Rights
On First Admission, the Company will have 91,187,924 ordinary
shares of 0.5p pence ("Ordinary Shares") in issue, each with one
voting right . The Company holds 25,000 Ordinary Shares in treasury
and t herefore, the total number of voting rights in the Company
will be 91,162,924 . The figure of 91,162,924 should be used by
shareholders from First Admission (and until Second 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.
On Second Admission, the Company will have 95,266,313 Ordinary
Shares in issue, each with one voting right . The Company holds
25,000 Ordinary Shares in treasury and t herefore, the total number
of voting rights in the Company will be 95,241,313 . The figure of
95,241,313 should be used by shareholders from Second 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 4:38 p.m. on
20 April 2020.
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.
For further information please contact:
Enquiries:
Franchise Brands plc + 44 (0) 1625 813231
Stephen Hemsley, Executive Chairman
Chris Dent, Chief Financial Officer
Julia Choudhury, Corporate Development Director
Allenby Capital Limited (Nominated Adviser
and Joint Broker) +44 (0) 203 328 5656
Jeremy Porter / Liz Kirchner / Nicholas Chambers
Dowgate Capital Limited (Joint Broker) +44 (0) 203 903 7715
James Serjeant / Colin Climie
MHP Communications (Financial PR) +44 (0) 203 128 8100
Katie Hunt +44 (0) 7884 494112
franchisebrands@mhpc.com
About Franchise Brands plc
Franchise Brands is focused on building market-leading
businesses in selected customer segments using primarily a
franchise model. The Group currently has a combined network of over
450 franchisees across five franchise brands. Our focus is on
established brands which can benefit from our shared support
services, specialist sector expertise, management experience and
group resources.
Franchise Brands' portfolio of market-leading service businesses
grew in 2019 with the acquisition of Willow Pumps. The addition of
Willow Pumps, a direct labour organisation, represented an
important step in expanding Metro Rod and Metro Plumb's range of
services to the commercial market.
The Group is organised into a B2B division comprised of Metro
Rod, Metro Plumb and Willow Pumps, and a B2C division incorporates
ChipsAway, Ovenclean and Barking Mad. This divisional organisation
of our brands is designed to provide a greater focus and structure
to support the strategic development of our B2B and B2C brands.
Each of our brands are leaders in their respective markets and
each brand has a long trading history. The combined trading history
of all the Group's brands is over 125 years.
Franchise Brands plc employs some 250 people across three
principal locations in Macclesfield, Kidderminster and
Aylesford.
For further information, visit www.franchisebrands.co.uk.
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 PDMRs: Stephen Hemsley Executive Chairman
Chris Dent Chief Financial Officer
--------------------------
Colin Rees Chief Information Officer
--------------------------
Nigel Wray Non-Executive Director
--------------------------
David Poutney Non-Executive Director
--------------------------
Rob Bellhouse Non-Executive Director
--------------------------
----------------------------- ----------------------------------------------
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 Franchise Brands plc
----------------------------- ----------------------------------------------
b) LEI 213800CFRX6CJ8LCKN37
----------------------------- ----------------------------------------------
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 financial Ordinary shares of 0.5p each in
instrument, type of Franchise Brands plc
instrument Identification code (ISIN) for
Identification code Franchise Brands plc ordinary shares:
GB00BD6P7Y24
----------------------------- ----------------------------------------------
b) Nature of the transaction Participation in a placing
----------------------------- ----------------------------------------------
c) Price(s) and volume(s) Price: 90p
Volumes: Stephen Hemsley 1,500,000
Chris Dent 11,110
----------
Colin Rees 27,778
----------
Nigel Wray 555,556
----------
David Poutney 125,000
----------
Rob Bellhouse 27,778
----------
----------------------------- ----------------------------------------------
d) Aggregated information n/a
- Aggregated volume
- Price
----------------------------- ----------------------------------------------
e) Date of the transaction 21 April 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
Dowgate or Allenby 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, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Joint Bookrunner, Joint 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 will not be
responsible to any person other than the Company for providing the
protections afforded to clients of Allenby or for providing advice
to any other person in connection with the Placing or any
acquisition of shares in the Company.
Dowgate, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Joint Bookrunner and Joint Broker to
the Company in connection with the Placing. Dowgate will not be
responsible to any person other than the Company for providing the
protections afforded to clients of Dowgate 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
DSHIBMBTMTITBTM
(END) Dow Jones Newswires
April 21, 2020 07:45 ET (11:45 GMT)
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