Franchise Brands PLC Completion of Compulsory Acquisition & TVR (6088N)
01 June 2022 - 11:11PM
UK Regulatory
TIDMFRAN
RNS Number : 6088N
Franchise Brands PLC
01 June 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
1 June 2022
Franchise Brands plc
Recommended All Share Offer
for
Filta Group Holdings plc ("Filta")
by
Franchise Brands plc ("Franchise Brands")
Completion of Compulsory Acquisition and Total Voting Rights
On 16 February 2022, Franchise Brands announced a recommended
all share offer for Filta (the "Offer"), which became wholly
unconditional on 10 March 2022. The full terms of, and conditions
to, the Offer were set out in the offer document dated 18 February
2022 (the "Offer Document"). Terms used but not defined in this
announcement have the same meaning as set out in the Offer
Document.
On 9 May 2022, the Company announced that valid acceptances of
the Offer had been received in respect of 99.65 per cent. of the
issued share capital of Filta to which the Offer relates and that
Franchise Brands was exercising its rights in accordance with
sections 974 to 991 of the Companies Act to acquire compulsorily
the remaining Filta Shares on the same terms as the Offer.
Franchise Brands now announces that the compulsory acquisition
of all remaining Filta Shares has completed. Accordingly, Franchise
Brands now owns 100 per cent. of the entire issued share capital of
Filta.
The consideration due to all non-assenting Filta Shareholders
who did not accept the Offer will be held by Filta as trustee on
their behalf and notification of such will be sent to these
shareholders shortly. Applications by non-assenting Filta
Shareholders to claim consideration due to them, in the form of New
Franchise Brands Shares, should be made in writing either by post
to SLC Registrars, P.O. Box 5222, Lancing, BN99 9FG or by email to
office@slcregistrars.com . Applications should set out full details
of the registered holder.
Issue of equity
Pursuant to the Offer, a further 117,894 New Franchise Brands
Shares will be issued in respect of the Filta Shares compulsorily
acquired. Application has been made to the London Stock Exchange
for these New Ordinary Shares to be admitted to trading on AIM
("Admission") and Admission is expected to take place on or around
6 June 2022. The New Franchise Brand Shares will rank pari passu in
all respects with the Company's existing ordinary shares.
Total Voting Rights
Upon Admission, the total number of ordinary shares of 0.5p each
in the Company ("Ordinary Shares") in issue will be 130,008,082.
There are no ordinary shares held in treasury and therefore the
total number of voting rights in the Company from Admission will be
130,008,082. This figure may be used by shareholders 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.
Enquiries:
Franchise Brands plc
Stephen Hemsley, Executive Chairman
Brian Hogan, Chief Financial Officer
Julia Choudhury, Corporate Development Director +44 (0) 1625 813231
Allenby Capital Limited
Financial Adviser, Nominated Adviser and Joint
Broker to Franchise Brands
Jeremy Porter / Liz Kirchner (Corporate Finance)
Amrit Nahal (Sales and Corporate Broking) +44 (0) 20 3328 5656
Dowgate Capital Limited
Financial Adviser and Joint Broker to Franchise
Brands
James Serjeant / Russell Cook / Nicholas Chambers +44 (0) 20 3903 7715
MHP Communications +44 (0) 20 3128 8100
PR advisers to Franchise Brands +44 (0) 7884 494112
Katie Hunt / Catherine Chapman +44 (0) 7711 191518
franchisebrands@mhpc.com
IMPORTANT NOTICES
Allenby Capital, which is authorised and regulated by the FCA in
the UK, is acting as financial adviser, nominated adviser and joint
broker exclusively for Franchise Brands and no one else in
connection with the Offer and this announcement and will not be
responsible to anyone other than Franchise Brands for providing the
protections afforded to clients of Allenby Capital or for providing
advice in relation to the Offer, the content of this announcement
or any matter referred to herein.
Dowgate, which is authorised and regulated by the FCA in the UK,
is acting as financial adviser and joint broker exclusively for
Franchise Brands and no one else in connection with the Offer and
this announcement and will not be responsible to anyone other than
Franchise Brands for providing the protections afforded to clients
of Dowgate or for providing advice in relation to the Offer, the
content of this announcement or any matter referred to herein.
Further Information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer,
invitation or the solicitation of an offer or invitation to
purchase, or otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise nor
shall there be any sale, issuance or transfer of securities of
Franchise Brands or Filta pursuant to the Offer in any jurisdiction
in contravention of applicable laws. The Offer will be implemented
solely pursuant to the terms of the Offer Document (or, in the
event that the Offer is to be implemented by means of a scheme, the
Scheme Document), which contains the full terms and conditions of
the Offer.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The attention of Filta Shareholders who are citizens or
residents of jurisdictions outside the UK (including guidance for
US shareholders) is drawn to paragraph Part C of Appendix 1 of the
Offer Document.
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END
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